Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 27, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Global Medical REIT Inc. | ||
Entity Central Index Key | 1,533,615 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Trading Symbol | GMRE | ||
Entity Common Stock, Shares Outstanding | 17,605,675 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | |
Investment in real estate: | |||
Land | $ 17,785,001 | $ 4,563,852 | |
Building | 179,253,398 | 51,574,271 | |
Site improvements | 1,465,273 | 0 | |
Tenant improvements | 1,186,014 | 0 | |
Real Estate Investment Property, at Cost, Total | 199,689,686 | 56,138,123 | |
Less: accumulated depreciation | (3,323,915) | (989,251) | |
Investment in real estate, net | 196,365,771 | 55,148,872 | |
Cash | 19,671,131 | 9,184,270 | |
Restricted cash | 941,344 | 447,627 | |
Tenant receivables | 212,435 | 0 | |
Escrow deposits | 1,212,177 | 454,310 | |
Acquired lease intangible assets, net | 7,144,276 | 0 | |
Deferred assets | 704,537 | 93,646 | |
Deferred financing costs, net | 927,085 | 0 | |
Other assets | 140,374 | 0 | |
Total assets | 227,319,130 | 65,328,725 | |
Liabilities: | |||
Accounts payable and accrued expenses | 573,997 | 683,857 | |
Dividends payable | 3,604,037 | 0 | |
Security deposits | 719,592 | 0 | |
Due to related parties, net | 580,911 | 847,169 | [1] |
Acquired lease intangible liability, net | 277,917 | 0 | |
Convertible debenture, due to related party | 0 | 40,030,134 | |
Notes payable to related parties | 421,000 | 421,000 | |
Notes payable, net of unamortized discount of $1,061,602 and $302,892 at December 31, 2016 and December 31, 2015, respectively | 38,413,298 | 23,485,173 | |
Revolving credit facility | 27,700,000 | 0 | |
Total liabilities | 72,290,752 | 65,467,333 | |
Stockholders' equity (deficit): | |||
Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding | 0 | 0 | |
Common stock $0.001 par value, 500,000,000 shares authorized at December 31, 2016 and December 31, 2015, respectively; 17,605,675 and 250,000 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively | 17,606 | 250 | |
Additional paid-in capital | 171,997,396 | 3,011,790 | |
Accumulated deficit | (16,986,624) | (3,150,648) | |
Total stockholders' equity (deficit) | 155,028,378 | (138,608) | |
Total liabilities and stockholders' equity (deficit) | $ 227,319,130 | $ 65,328,725 | |
[1] | Net amount repaid of $9,291 consists of $1,434,294 in management fee expense incurred, net of $1,443,585 of accrued management fees that were repaid to the Advisor. This is a cash flow operating activity. |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Notes payable, net of unamortized discount | $ 1,061,602 | $ 302,892 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 17,605,675 | 250,000 |
Common stock, shares outstanding | 17,605,675 | 250,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | ||
Rental revenue | $ 8,079,555 | $ 2,049,196 |
Other income | 130,775 | 12,471 |
Total revenue | 8,210,330 | 2,061,667 |
Expenses | ||
Acquisition fees | 1,568,470 | 0 |
Acquisition fees - related party | 754,000 | 627,000 |
General and administrative | 4,291,422 | 505,141 |
Management fees - related party | 1,434,294 | 360,000 |
Depreciation expense | 2,334,664 | 659,671 |
Amortization expense | 42,322 | 0 |
Interest expense | 4,138,608 | 1,519,102 |
Total expenses | 14,563,780 | 3,670,914 |
Net loss | $ (6,353,450) | $ (1,609,247) |
Net loss per share - Basic and Diluted (in dollars per share) | $ (0.68) | $ (6.44) |
Weighted average shares outstanding - Basic and Diluted (in shares) | 9,302,244 | 250,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital Member | Retained Earnings [Member] |
Balances at Dec. 31, 2014 | $ 1,726,239 | $ 250 | $ 3,011,790 | $ (1,285,801) |
Balance (Shares) at Dec. 31, 2014 | 250,000 | |||
Net loss | (1,609,247) | $ 0 | 0 | (1,609,247) |
Dividends to stockholders | (255,600) | 0 | 0 | (255,600) |
Balances at Dec. 31, 2015 | (138,608) | $ 250 | 3,011,790 | (3,150,648) |
Balances (Shares) at Dec. 31, 2015 | 250,000 | |||
Net loss | (6,353,450) | $ 0 | 0 | (6,353,450) |
Issuance of initial public offering shares of common stock | $ 138,969,275 | $ 15,000 | 138,954,275 | 0 |
Issuance of initial public offering shares of common stock (in shares) | 15,000,000 | 15,000,000 | ||
Reclassification of deferred initial public offering costs | $ (1,681,259) | $ 0 | (1,681,259) | 0 |
Conversion of convertible debenture due to related party to shares of common stock | 30,030,134 | $ 2,356 | 30,027,778 | 0 |
Conversion of convertible debenture due to related party to shares of common stock (in shares) | 2,355,675 | |||
Stock-based compensation expense | 1,684,812 | $ 0 | 1,684,812 | 0 |
Dividends to stockholders | (7,482,526) | 0 | 0 | (7,482,526) |
Balances at Dec. 31, 2016 | $ 155,028,378 | $ 17,606 | $ 171,997,396 | $ (16,986,624) |
Balances (Shares) at Dec. 31, 2016 | 17,605,675 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | ||
Net loss | $ (6,353,450) | $ (1,609,247) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 2,334,664 | 659,671 |
Amortization of deferred financing costs | 350,444 | 126,535 |
Amortization of acquired lease intangible assets | 42,322 | 0 |
Amortization of above (below) market leases | (994) | 0 |
Stock-based compensation expense | 1,684,812 | 0 |
Changes in operating assets and liabilities: | ||
Restricted cash | (558,079) | 0 |
Tenant receivables | (212,435) | 2,793 |
Deferred assets | (681,242) | (93,646) |
Accounts payable and accrued expenses | (39,509) | 345,093 |
Security deposits | 719,592 | 0 |
Accrued management fees due to related party | (9,291) | 360,000 |
Net cash used in operating activities | (2,723,166) | (208,801) |
Investing activities | ||
Escrow deposits for purchase of properties | 104,310 | (439,433) |
Loan repayments from (made to) related parties | 137,727 | (135,196) |
Cash paid for pre-acquisition costs | (140,374) | 0 |
Acquisition of land, buildings, and other tangible and intangible assets and liabilities | (150,459,250) | (31,764,361) |
Net cash used in investing activities | (150,357,587) | (32,338,990) |
Financing activities | ||
Net proceeds received from initial public offering | 137,288,016 | 0 |
Change in restricted cash | 64,362 | (249,908) |
Escrow deposits required by third party lenders | (862,177) | 0 |
Loan (repayments to) received from related parties | (394,694) | 291,597 |
Proceeds from convertible debenture, due to related party | 0 | 34,584,032 |
Repayments of convertible debenture, due to related party | (10,000,000) | 0 |
Proceeds from notes payable to related parties | 1,950,000 | 382,805 |
Repayments of notes payable from related parties | (1,950,000) | 0 |
Proceeds received from revolving credit facility | 27,700,000 | 0 |
Proceeds from notes payable related to acquisitions | 41,320,900 | 7,377,500 |
Payments on notes payable related to acquisitions | (25,634,065) | (349,435) |
Payments of deferred financing costs | (2,036,239) | (137,736) |
Dividends paid to stockholders | (3,878,489) | (255,600) |
Net cash provided by financing activities | 163,567,614 | 41,643,255 |
Net increase in cash and cash equivalents | 10,486,861 | 9,095,464 |
Cash and cash equivalents - beginning of period | 9,184,270 | 88,806 |
Cash and cash equivalents - end of period | 19,671,131 | 9,184,270 |
Supplemental cash flow information: | ||
Cash payments for interest | 4,099,426 | 1,165,157 |
Noncash financing and investing activities: | ||
Conversion of convertible debenture due to related party to shares of common stock | 30,030,134 | 0 |
Reclassification of deferred initial public offering costs to additional paid-in capital | 1,681,259 | 0 |
Accrued dividends payable | $ 3,604,037 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 – Organization Background Global Medical REIT Inc. (the “Company”) is a Maryland corporation engaged primarily in the acquisition of licensed, state-of-the-art, purpose-built healthcare facilities and the leasing of these facilities to leading clinical operators with dominant market share. The Company is externally managed and advised by Inter-American Management, LLC (the “Advisor”). The Company holds its facilities and conducts its operations through a Delaware limited partnership subsidiary called Global Medical REIT L.P. (the “Operating Partnership”). The Company serves as the sole general partner of the Operating Partnership through a wholly-owned subsidiary of the Company called Global Medical REIT GP LLC (the “GP”), a Delaware limited liability company. As of December 31, 2016, the Company was the 97.7 2.3 Completed Initial Public Offering Related Events On June 13, 2016, in anticipation of the Company’s initial public offering that closed on July 1, 2016, the board of directors of the Company (the “Board”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective on that date. The following is a summary of the amendments to the Bylaws. In addition to the amendments described below, the Bylaws include certain changes to clarify language and consistency with Maryland law and the listing requirements of the New York Stock Exchange and to make various technical revisions and non-substantive changes. The Bylaws were amended to provide for the following matters, among others: (a) Procedures for calling and holding special stockholders’ meetings; (b) Procedures for notice, organization and conduct of stockholders’ meetings; (c) Advance notice provisions for stockholder nominations for director and stockholder business proposals; (d) Clarification that the Company’s election to become subject to Section 3-804(c) of the Maryland General Corporation Law has already become effective; (e) Procedures for calling a meeting of the Board in the event of an emergency; (f) Procedures for Board committees to fill vacancies, appoint committee chairs and delegate powers; (g) The adjournment or postponement of a shareholder meeting to a date not more than 120 days after the original record date, without the need to set a new record date; and (h) Litigation regarding internal actions be brought in the Circuit Court for Baltimore City, Maryland (or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division). On June 28, 2016, the Company, the Advisor, and the Operating Partnership entered into an Underwriting Agreement with Wunderlich Securities, Inc., as representative of the several underwriters named therein, relating to the offer and sale of the Company’s common stock in its initial public offering. On July 1, 2016, the Company closed its initial public offering and issued 13,043,479 10.00 130,434,790 9,661,160 120,773,630 1,956,521 10.00 19,565,210 1,369,565 18,195,645 1,681,259 15,000,000 137,288,016 138,969,275 1,681,259 Use of Proceeds: The Company designated the following uses for the net proceeds of the initial public offering: · approximately $ 14.9 0.3 · $ 10.0 8.0 · $ 9.38 · $ 1.5 · the remaining approximately $ 101.6 The Company invested the unexpended net proceeds of the offering in interest-bearing accounts, money market accounts, and interest-bearing securities in a manner that is consistent with its intention to qualify for taxation as a real estate investment trust (“REIT”). In connection with the Company’s initial public offering, the Company’s common stock was listed on the New York Stock Exchange under the ticker symbol “GMRE.” |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 – Summary of Significant Accounting Policies The accompanying consolidated financial statements include the accounts of the Company, including the Operating Partnership and its wholly-owned subsidiaries, and the interests in the Operating Partnership held by the LTIP unit holders, which the Operating Partnership has control over and therefore consolidates. These LTIP units represent “noncontrolling interests” and have no value as of December 31, 2016 as they have not been converted into OP Units and therefore did not participate in the Company’s consolidated net loss. At the time when there is value associated with the noncontrolling interests, the Company will classify such interests as a component of consolidated equity, separate from the Company’s total stockholder’s equity on its Consolidated Balance Sheets. Additionally, net income or loss will be allocated to noncontrolling interests based on their respective ownership percentage of the Operating Partnership. All material intercompany balances and transactions between the Company and its subsidiaries have been eliminated. The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and footnotes. Actual results could differ from those estimates. The Company’s operations currently consist of rental revenue earned from tenants under leasing arrangements which provide for minimum rent and escalations. The leases have been accounted for as operating leases. For operating leases with contingent rental escalators revenue is recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators are recognized on a straight-line basis over the initial lease term, subject to a collectability assessment, with the difference between the contractual rental receipts and the straight-line amounts recorded as a “deferred rent receivable.” The Company consistently assesses the need for an allowance for doubtful accounts, including an allowance for operating lease straight-line rent receivables, for estimated losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant recovery payments. The Company also monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For operating lease straight-line rent amounts, the Company's assessment is based on amounts estimated to be recoverable over the term of the lease. As of December 31, 2016 and December 31, 2015 no allowance was recorded as it was not deemed necessary. Transactions in which real estate assets are purchased that are not subject to an existing lease are treated as asset acquisitions and are recorded at their purchase price, including capitalized acquisition costs, which is allocated to land and building based upon their relative fair values at the date of acquisition. Transactions in which real estate assets are acquired either subject to an existing lease or as part of a portfolio level transaction with significant leasing activity are treated as a business combination under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, and the assets acquired and liabilities assumed, including identified intangible assets and liabilities, are recorded at their fair value. Fair value is determined based upon the guidance of ASC Topic 820, Fair Value Measurements and Disclosures and generally are determined using Level 2 inputs, such as rent comparables, sales comparables, and broker indications. Although Level 3 Inputs are utilized, they are minor in comparison to the Level 2 data used for the primary assumptions. The determination of fair value involves the use of significant judgment and estimates. The Company makes estimates to determine the fair value of the tangible and intangible assets acquired and liabilities assumed using information obtained from multiple sources, including pre-acquisition due diligence, and the Company routinely utilize the assistance of a third party appraiser. Initial valuations are subject to change until the information is finalized, no later than 12 months from the acquisition date. The Company expenses transaction costs associated with acquisitions accounted for as business combinations in the period incurred. Details regarding the valuation of tangible assets in business combination: The fair value of land is determined using the sales comparison approach whereby recent comparable land sales and listings are gathered and summarized. The available market data is analyzed and compared to the land being valued and adjustments are made for dissimilar characteristics such as market conditions, size, and location. The Company estimates the fair value of buildings acquired on an as-if-vacant basis and depreciate the building value over its estimated remaining life. The Company determines the fair value of site improvements (non-building improvements that include paving and other) using the cost approach, with a deduction for depreciation, and depreciate the site improvements over their estimated remaining useful lives. Tenant improvements represent fixed improvements to tenant spaces, the fair value of which is estimated using prevailing market tenant improvement allowances that would be given to attract a new tenant, estimated based on the assumption that it is a necessary cost of leasing up a vacant building. Tenant improvements are amortized over the remaining term of the lease. Details regarding the valuation of intangible assets in business combination: In determining the fair value of in-place leases (the avoided cost associated with existing in-place leases) management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes reimbursable (based on market lease terms) real estate taxes, insurance, other operating expenses, as well as estimates of lost market rental revenue during the expected lease-up periods. The values assigned to in-place leases are amortized over the remaining term of the lease. The fair value of above-or-below market leases is estimated based on the present value (using an interest rate which reflected the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management’s estimate of market lease rates measured over a period equal to the estimated remaining term of the lease. An above market lease is classified as an intangible asset and a below market lease is classified as an intangible liability. The capitalized above-market lease intangible is amortized as a reduction of rental revenue and the below-market lease intangible is amortized as an addition to rental revenue over the estimated remaining term of the respective leases. Intangible assets related to leasing costs consist of leasing commissions and legal fees. Leasing commissions are estimated by multiplying the remaining contract rent associated with each lease by a market leasing commission. Legal fees represent legal costs associated with writing, reviewing, and sometimes negotiating various lease terms. Leasing costs are amortized over the remaining useful life of the respective leases. The Company evaluates its real estate assets for impairment periodically or whenever events or circumstances indicate that its carrying amount may not be recoverable. If an impairment indicator exists, we compare the expected future undiscounted cash flows against the carrying amount of an asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, we would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset. The Company considers all demand deposits, cashier’s checks, money market accounts and certificates of deposits with a maturity of three months or less to be cash equivalents. The Company maintains their cash and cash equivalents and escrow deposits at financial institutions. The combined account balances may exceed the Federal Depository Insurance Corporation insurance coverage, and, as a result, there may be a concentration of credit risk related to amounts on deposit. The Company does not believe that this risk is significant. The restricted cash balance of $ 941,344 383,265 319,500 238,579 493,717 447,627 The tenant receivables balance of $ 212,435 28,599 22,323 161,513 Escrow deposits include funds held in escrow to be used for the acquisition of future properties and for the payment of taxes, insurance, and other amounts as stipulated by the Company’s third party loan agreements. The escrow balance as of December 31, 2016 and December 31, 2015 was $ 1,212,177 454,310 757,867 862,177 104,310 439,433 The deferred assets balance of $ 704,537 1,610,908 1,681,259 1,681,259 93,646 23,295 70,351 Costs that are incurred prior to the completion of an acquisition are capitalized if all of the following conditions are met: (a) the costs are directly identifiable with the specific property, (b) the costs would be capitalized if the property were already acquired, and (c) acquisition of the property is probable. These costs are included with the value of the acquired property upon completion of the acquisition. The costs will be charged to expense when it is probable that the acquisition will not be completed. The security deposits liability balance of $ 719,592 319,500 400,092 Presentation of Unamortized Term Debt Issuance Costs as a Debt Discount On April 7, 2015, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2015-03 entitled “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). Debt issuance costs include amounts paid to lenders and others to obtain financing and are amortized to interest expense on a straight-line basis over the term of the related loan, which approximates the effective interest method. In accordance with the provisions of ASU 2015-03, for fiscal years beginning after December 15, 2015, and interim periods within those years, term debt issuance costs related to a recognized debt liability must be reclassified and presented as a debt discount in the Consolidated Balance Sheets and presented as a direct reduction from the carrying amount of that debt liability. The application of ASU 2015-03 is required to be applied retrospectively. The Company early adopted ASU 2015-03 effective for the fiscal year ended December 31, 2015. The adoption of ASU 2015-03 represents a change in accounting principal. See Note 4 – “Notes Payable Related to Acquisitions and Revolving Credit Facility” for additional details. ASU 2015-03 was framed around the accounting for issuance costs related to term debt. As discussed in Note 4 – “Notes Payable Related to Acquisitions and Revolving Credit Facility,” on December 2, 2016 the Company entered into a revolving credit facility. The Company has deferred the debt issuance costs incurred related to securing the revolving credit facility and recorded the costs as an asset, net of accumulated amortization, entitled “deferred financing costs, net” in its Consolidated Balance Sheet as of December 31, 2016. The Company enters into transactions with affiliated entities, or “related parties,” which are recorded net as “Due to Related Parties” in the accompanying Consolidated Balance Sheets. Related party disclosures are governed by ASC Topic 850, Related Party Disclosures. Refer to Note 6 – “Related Party Transactions” for additional information regarding the Company’s related party transactions. As disclosed in Note 7 – “2016 Equity Incentive Plan,” the Company grants LTIP unit awards to employees of its advisor and its affiliates, and to the Company’s independent directors. The Company expenses the fair value of unit awards in accordance with the fair value recognition requirements of ASC Topic 718, Compensation-Stock Compensation, and ASC Topic 505, Equity. Depreciation expense is computed using the straight-line method over the estimated useful lives of the buildings and improvements, which are generally between 4 40 The Company plans on electing to be taxed as a REIT for federal income tax purposes for the year ended December 31, 2016. REITs are generally not subject to federal income taxes if the Company can meet many specific requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal and state income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates, and the Company may be ineligible to qualify as a REIT for subsequent tax years. Even if the Company qualifies as a REIT, it may be subject to certain state or local income taxes, and if the Company creates a Taxable REIT Subsidiary (“TRS”), the TRS will be subject to federal, state and local taxes on its income at regular corporate rates. The Company recognizes the tax effects of uncertain tax positions only if the position is more likely than not to be sustained upon audit, based on the technical merits of the position. The Company has not identified any material uncertain tax positions and recognizes interest and penalties in income tax expense, if applicable. The Company is currently not under examination by any income tax jurisdiction. Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the sum of the weighted average number of common shares outstanding plus any potential dilutive shares for the period. As of December 31, 2015, the Convertible Debenture balance in the amount of $ 40,030,134 3,140,111 12.748 . 137,300 ASC Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about a public entity's reportable segments. The Company has determined that they have one reportable segment, with activities related to investing in medical properties. The Company evaluates the operating performance of its investments on an individual asset level basis. Fair value is a market-based measurement and should be determined based on the assumptions that market participants would use in pricing an asset or liability. In accordance with ASC Topic 820, the valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: • Level 1-Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets; • Level 2-Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and • Level 3-Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company considers the carrying values of cash and cash equivalents, escrow deposits, accounts and other receivables, and accounts payable and accrued expenses to approximate the fair value for these financial instruments because of the short period of time since origination or the short period of time between origination of the instruments and their expected realization. Due to the short-term nature of these instruments, Level 1 and Level 2 inputs are utilized to estimate the fair value of these financial instruments. The fair values determined related to the Company’s transactions that are accounted for as business combinations primarily utilizes Level 2 inputs since there is heavy reliance on market observable data such as rent comparables, sales comparables, and broker indications. Although some Level 3 inputs are utilized they are minor in comparison to the Level 2 date used for the primary assumptions as it relates to business combination valuations. |
Property Portfolio
Property Portfolio | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 3 – Property Portfolio Summary of Properties under Executed Asset Purchase Agreements as of December 31, 2016 Great Bend Facility On December 30, 2016, the Company entered into a purchase contract with Great Bend Surgical Properties, LLC (“GB Seller”) to acquire, through a wholly owned subsidiary of the Operating Partnership, the buildings and land known as Great Bend Regional Hospital (the “GB Property”) located in Great Bend, Kansas for a purchase price of $ 24.5 The GB Property is operated by Great Bend Regional Hospital, LLC (“GB Tenant”), a physician owned group. Upon the closing of the acquisition of the GB Property, the Company intends to lease the GB Property back to GB Tenant under a 15 2,143,750 10 Sandusky Facilities This transaction includes one medical property (out of a total portfolio of seven medical properties) located in Sandusky, Ohio, for which the Company assumed the original buyer’s interest in an asset purchase agreement effective September 29, 2016, for an allocated purchase price of $ 1.1 4.6 Summary of Properties Acquired During the Year Ended December 31, 2016 During the year ended December 31, 2016, the Company completed 10 acquisitions. A description of each facility acquired is as follows. HealthSouth Facilities HealthSouth East Valley Rehabilitation Hospital – Mesa, AZ On December 20, 2016, the Company, through a wholly owned subsidiary of the Operating Partnership, acquired, pursuant to a purchase contract (the “Mesa PSA”) with HR ACQUISITION I CORPORATION (the “Mesa Seller”) the land and buildings known as the HealthSouth East Valley Rehabilitation Hospital (the “Mesa Property”) located in Mesa, AZ from the Mesa Seller for a purchase price of $ 22,350,000 Upon the closing of the acquisition of the Mesa Property, the Company assumed from the Mesa Seller the existing triple-net lease agreement (the “Mesa Lease”) pursuant to which the Mesa Property is leased to HealthSouth Mesa Rehabilitation Hospital, LLC with a remaining initial lease term of approximately eight years, subject to four consecutive five-year renewal options by the tenant, which lease is guaranteed by HealthSouth Corporation (“HealthSouth”). The aggregate annual rent for the Mesa Property is currently $ 1,710,617 3 HealthSouth Rehabilitation Hospital of Altoona – Altoona, PA On December 20, 2016, the Company, through a wholly owned subsidiary of the Operating Partnership, acquired, pursuant to a purchase contract (the “Altoona PSA”) with HR ACQUISITION OF PENNSYLVANIA, INC. (the “Altoona Seller”) the land and building comprising the HealthSouth Rehabilitation Hospital of Altoona (the “Altoona Property”) located in Altoona, PA from the Altoona Seller for a purchase price of $ 21,545,000 Upon the closing of the acquisition of the Altoona Property, the Company assumed from the Altoona Seller the existing triple-net lease agreement (the “Altoona Lease”) pursuant to which the Altoona Property is leased to HealthSouth with a remaining initial lease term of approximately 4.5 1,635,773 4 2 HealthSouth Rehabilitation Hospital of Mechanicsburg – Mechanicsburg, PA On December 20, 2016, the Company, through a wholly owned subsidiary of the Operating Partnership, pursuant to a purchase contract (the “Mechanicsburg PSA” and together with the Mesa PSA and the Altoona PSA, and the transactions contemplated thereby, the “Transactions”) with HR ACQUISITION OF PENNSYLVANIA, INC. (the “Lease Assignor” and PENNSYLVANIA HRT, INC. (“HRT”), Lease Assignor and HRT collectively referred to as “Mechanicsburg Seller”) (i) acquired the land and building comprising the HealthSouth Rehabilitation Hospital of Mechanicsburg (the “Mechanicsburg Property”) located in Mechanicsburg, PA from the Mechanicsburg Seller for a purchase price of $ 24,198,000 Upon the closing of the acquisition of the Mechanicsburg Property and acceptance of the Assignment, the Company assumed from the Lease Assignor the existing triple-net lease agreement (the “Mechanicsburg Lease”) pursuant to which the Mechanicsburg Property is leased to HealthSouth with a remaining initial lease term of approximately 4.5 1,836,886 4 2 The obligations under the Mesa Lease are guaranteed by HealthSouth (NYSE: HLS). Additionally, HealthSouth is the tenant of the leases for both the Altoona Property and the Mechanicsburg Property. Information about HealthSouth, including its audited historical financial statements, can be obtained from its Annual Report on Form 10-K and other reports and filings available on its website at http://www.healthsouth.com/ or on the SEC website at www.sec.gov Accounting Treatment The Company accounted for the acquisitions of the three HealthSouth facilities as business combinations in accordance with the provisions of ASC Topic 805. Land and site improvements $ 5,614,486 Building and tenant improvements 56,220,509 In place leases 5,154,249 Above market lease intangibles 74,096 Leasing costs 1,088,813 Below market lease intangibles (59,153) Total purchase price $ 68,093,000 The above allocation is preliminary and subject to revision within the measurement period, not to exceed one year from the date of the acquisition. Ellijay Facilities On December 16, 2016, pursuant to the terms of an asset purchase agreement between the Company, as Purchaser, and SunLink Healthcare Professional Property, LLC, a Georgia limited liability company, as seller (“SunLink”), the Company acquired three buildings, consisting of one medical office building and two ancillary healthcare related buildings (the “Facilities”), encompassing an aggregate of 44,162 4.9 Upon the closing of the transaction, the Company assumed the previous landlord’s interest in the existing 10-year triple-net lease with Piedmont, effective as of July 1, 2016 and expiring in 2026 Accounting Treatment The Company accounted for the acquisition of the Ellijay facilities as a business combination in accordance with the provisions of ASC Topic 805. Land and site improvements $ 913,509 Building and tenant improvements 3,336,809 In place leases 672,307 Leasing commissions and legal fees 197,576 Below market lease intangibles (220,201) Total purchase price $ 4,900,000 The above allocation is preliminary and subject to revision within the measurement period, not to exceed one year from the date of the acquisition. Carson City Facilities On September 27, 2016, the Company assumed the original buyer’s interest in an asset purchase agreement between the original buyer and Carson Medical Complex, a Nevada general partnership, as seller (“Carson”). On October 31, 2016, the Company, pursuant to the asset purchase agreement, acquired two medical office buildings (the “Carson Facilities”), encompassing an aggregate of 20,632 3.8 4.0 Upon the closing of the transaction, the Company assumed the previous landlord’s interest in the existing 7-year triple-net lease with Carson Tenant, effective as of October 31, 2016 and expiring in 2023 Sandusky Facilities On September 29, 2016, the Company assumed the original buyer’s interest in an asset purchase agreement between the original buyer and NOMS Property, LLC and Northern Ohio Medical Specialists, LLC, both Ohio limited liability companies, as sellers (“NOMS,” and together with NOMS Property, LLC, the “NOMS Sellers”), to acquire a portfolio of seven medical properties (the “NOMS Facilities”) known as the NOMS portfolio located in Sandusky, Ohio, for a total purchase price of $ 10.0 On October 7, 2016, pursuant to the terms of the above-referenced asset purchase agreement, the Company acquired five of the seven properties comprising the NOMS Facilities (the “Five Properties”). The Five Properties encompassed an aggregate of 24,184 4.6 4.7 2027 As discussed in Note 12 – “Subsequent Events,” the Company closed on the acquisition of one of the properties on March 10, 2017 in the amount of approximately $ 4.3 1.1 11 Watertown Facilities On September 30, 2016, the Company closed on an asset purchase agreement with Brown Investment Group, LLC, a South Dakota limited liability company, to acquire a 30,062 3,136 13,686 9.0 9.1 Upon the closing of the transaction, the Company leased the portfolio properties to Brown Clinic via a 15-year triple-net lease that expires in 2031. The lease provides for two additional five-year extensions at the option of the tenant. The acquisition was funded using a portion of the proceeds from the Company’s initial public offering. East Orange Facility On September 29, 2016, the Company closed on an asset purchase agreement with Prospect EOGH, Inc. (“Prospect”), a New Jersey corporation, and wholly-owned subsidiary of Prospect Medical Holdings, Inc. (“PMH”), a Delaware corporation, to acquire a 60,442 11.86 12.3 Upon the closing of the transaction, the Company leased the MOB to PMH via a 10-year triple-net lease that expires in 2026 Reading Facilities On July 20, 2016, the Company closed on an asset purchase agreement to acquire a 17,000 6,500 9.20 9.38 Upon the closing of the transaction, the Eye Center was leased back to Berks Eye Physicians & Surgeons, Ltd., a Pennsylvania professional corporation (the “Eye Center Tenant”) and the Surgery Center was leased back to Ridgewood Surgery Associates, LLC, a Pennsylvania limited liability company (the “Surgery Center Tenant”). Both leases are 10-year absolute triple-net lease agreements that expire in 2026 Melbourne Facility On March 31, 2016, the Company closed on a purchase agreement to acquire a 78,000 15.45 15.5 1.9 2026 The Melbourne facility acquisition was financed in full using proceeds from the third party Cantor Loan, which is disclosed in Note 4 – “Notes Payable Related to Acquisitions and Revolving Credit Facility.” Westland Facility On March 31, 2016, the Company closed on a purchase agreement to acquire a two-story medical office building and ambulatory surgery center located in Westland, Michigan for an aggregate purchase price of $ 4.75 15,018 1.3 2026 4.52 0.23 The Westland facility acquisition was financed in full using proceeds from the third party Cantor Loan, which is disclosed in Note 4 – “Notes Payable Related to Acquisitions and Revolving Credit Facility.” Plano Facility On January 28, 2016, the Company closed on an asset purchase agreement with an unrelated party Star Medreal, LLC, a Texas limited liability company, to acquire a hospital facility located in Plano, Texas, along with all real property and improvements thereto for $ 17.5 17.7 500,000 2036 2.75 6,400 Also on January 28, 2016, the Company entered into a Promissory Note and Deed of Trust with East West Bank to borrow a total of $ 9,223,500 53,280 January 28, 2021 50,000 46,118 plus 0.50%, but not less than 4.0% 64,551 9,223,500 53,280 Additional funding for this transaction was received from ZH USA, LLC during the year ended December 31, 2015 in the amount of $ 9,369,310 9,025,000 344,310 9,369,310 12.748 Improvements and Intangible Assets Gross Land Building and Liabilities Investment Balances as of January 1, 2016 $ 4,563,852 $ 51,574,271 $ - $ 56,138,123 Acquisitions: HealthSouth Facilities 4,285,439 55,442,121 8,365,440 68,093,000 Ellijay Facilities 777,283 2,929,183 1,193,534 4,900,000 Carson City Facilities 760,000 3,268,350 - 4,028,350 Sandusky Facilities 228,427 4,518,978 - 4,747,405 Watertown Facilities 1,100,000 8,002,171 - 9,102,171 East Orange Facility 2,150,000 10,112,200 - 12,262,200 Reading Facilities 1,440,000 7,939,985 - 9,379,985 Melbourne Facility 1,200,000 14,250,000 - 15,450,000 Westland Facility 230,000 4,520,000 - 4,750,000 Plano Facility 1,050,000 16,696,139 - 17,746,139 Total Additions: 13,221,149 127,679,127 9,558,974 150,459,250 Balances as of December 31, 2016 $ 17,785,001 $ 179,253,398 $ 9,558,974 $ 206,597,373 Improvements and Intangible Assets Gross Land Building and Liabilities Investment Balances as of January 1, 2015 $ 572,400 $ 23,801,362 $ - $ 24,373,762 Acquisitions: Tennessee Facilities 2,704,452 17,451,238 - 20,155,690 West Mifflin Facility 1,287,000 10,321,671 - 11,608,671 Total Additions: 3,991,452 27,772,909 - 31,764,361 Balances as of December 31, 2016 $ 4,563,852 $ 51,574,271 $ - $ 56,138,123 Depreciation expense was $ 2,334,664 659,671 For information related to property transactions that occurred subsequent to December 31, 2016 refer to Note 12 – “Subsequent Events.” Summary of Properties in the Company’s Portfolio as of December 31, 2015 Tennessee Facilities On December 31, 2015, the Company acquired a six building, 52,266 20.0 20.2 2027 1.75 20,900,000 West Mifflin Facility On September 25, 2015, the Company acquired a surgery center and medical office building located in West Mifflin, Pennsylvania and the adjacent parking lot for $ 11.35 11.6 27,193 2030 2 7,377,500 4,545,838 Asheville Facility On September 19, 2014, the Company acquired an approximately 8,840 2.5 2017 1.7 Omaha Facility On June 5, 2014, the Company completed the acquisition of a 56-bed long term acute care hospital located at 1870 S 75 th 21.7 21.9 60 2023 60 2033 15.06 Unaudited Pro Forma Financial Information for 2016 Business Combination Transactions Year Ended December 31, 2016 2015 (unaudited) Revenue $ 14,097,839 $ 8,456,721 Net loss $ (4,405,827) $ (776,656) Loss per share $ (0.47) $ (3.11) Weighted average shares outstanding 9,302,244 250,000 Intangible Assets and Liabilities Year Ended December 31, 2016 Accumulated Cost Amortization Net Assets In-place leases $ 5,826,556 $ (34,789) $ 5,791,767 Above market leases 74,096 (443) 73,653 Leasing costs 1,286,389 (7,533) 1,278,856 $ 7,187,041 $ (42,765) $ 7,144,276 Liabilities Below market leases $ 279,354 $ (1,437) $ 277,917 Amortization expense related to in-place leases $ 34,789 Amortization expense related to leasing costs $ 7,533 Decrease of rental revenue related to above market leases $ 443 Increase of rental revenue related to below market leases $ 1,437 Net Increase Net Increase in Revenue in Expenses 2017 $ 23,090 $ 1,281,463 2018 23,090 1,281,463 2019 23,090 1,281,463 2020 23,090 1,281,463 2021 20,246 666,850 Thereafter 91,658 1,277,921 Total $ 204,264 $ 7,070,623 For the year ended December 31, 2016, the weighted average amortization period for asset lease intangibles and liability lease intangibles are 5.5 7.6 |
Notes Payable Related to Acquis
Notes Payable Related to Acquisitions and Revolving Credit Facility | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 4 – Notes Payable Related to Acquisitions and Revolving Credit Facility Summary of Total Proceeds Received from Notes Payable Related to Acquisitions December 31, 2016 December 31, 2015 Plano Facility Financing $ 9,223,500 $ - West Mifflin Facility Financing - 7,377,500 Cantor Loan 32,097,400 - Total Proceeds Received from Notes Payable Related to Acquisitions $ 41,320,900 $ 7,377,500 Summary of Notes Payable Related to Acquisitions, Net of Debt Discount As disclosed in Note 2 – “Summary of Significant Accounting Policies,” effective for the fiscal year ended December 31, 2015, the Company early adopted the provisions of ASU 2015-03, which requires retrospective application. The adoption of ASU 2015-03 represented a change in accounting principle. December 31, 2016 December 31, 2015 Notes payable related to acquisitions, gross $ 39,474,900 $ 23,788,065 Less: Unamortized debt discount (1,061,602) (302,892) Notes payable related to acquisitions, net $ 38,413,298 $ 23,485,173 Balance as of January 1, 2016, net $ 302,892 Additions – Plano and Cantor financings 1,090,078 Write-off of Plano financing costs (a)(b) (53,280) Debt discount amortization expense (b) (278,088) Balance as of December 31, 2016, net $ 1,061,602 (a) As disclosed in Note 3 – “Property Portfolio,” the Plano loan was refinanced with proceeds from the Cantor Loan and accordingly the Plano related deferred financing costs were written off during the year ended December 31, 2016 into the “Interest Expense” line item in the accompanying Consolidated Statements of Operations. (b) Sum equals amortization expense incurred on the debt discount for the year ended December 31, 2016 of $331,368. A rollforward of the unamortized debt discount balance as of December 31, 2015 is as follows: Balance as of January 1, 2015, net $ 291,691 Additions – West Mifflin financing 137,736 Debt discount amortization expense (126,535) Balance as of December 31, 2015, net $ 302,892 Amortization expense incurred related to the debt discount was $ 331,368 126,535 Summary of Deferred Financing Costs, Net Costs incurred related to securing the Company’s revolving credit facility have been capitalized as a deferred financing asset, net of accumulated amortization in the accompanying Consolidated Balance Sheet. Balance as of January 1, 2016, net $ - Additions – revolving credit facility 946,161 Debt discount amortization expense (19,076) Balance as of December 31, 2015, net $ 927,085 Amortization expense incurred related to the revolving credit facility was $ 19,076 Cantor Loan On March 31, 2016, through certain of the Company’s wholly owned subsidiaries, the Company entered into a $ 32,097,400 9,223,500 The Cantor Loan has a maturity date of April 6, 2026 5.22 Prepayment can only occur within four months prior to the maturity date, except that after the earlier of (a) 2 years after the loan is placed in a securitized mortgage pool, or (b) May 6, 2020, the Cantor Loan can be fully and partially defeased upon payment of amounts due under the Cantor Loan and payment of a defeasance amount that is sufficient to purchase U.S. government securities equal to the scheduled payments of principal, interest, fees, and any other amounts due related to a full or partial defeasance under the Cantor Loan. The Company is securing the payment of the Cantor Loan with the assets, including property, facilities, and rents, held by the GMR Loan Subsidiaries and has agreed to guarantee certain customary recourse obligations, including findings of fraud, gross negligence, or breach of environmental covenants by the GMR Loan Subsidiaries. The GMR Loan Subsidiaries will be required to maintain a monthly debt service coverage ratio of 1.35:1.00 for all of the collateral properties in the aggregate. No principal payments were made on this note for the year ended December 31, 2016. The note balance as of December 31, 2016 and December 31, 2015 was $ 32,097,400 nterest expense incurred on this note was for the year ended December 31, 2016 was $ 1,279,884 2017 $ - 2018 - 2019 - 2020 - 2021 - Thereafter 32,097,400 Total $ 32,097,400 West Mifflin Note Payable In order to finance a portion of the purchase price for the West Mifflin facility, on September 25, 2015 the Company (through its wholly owned subsidiary GMR Pittsburgh LLC, as borrower) entered into a Term Loan and Security Agreement with Capital One to borrow $ 7,377,500 3.72 September 25, 2020 7,377,500 Interest expense incurred on this note was $ 279,017 51,078 2017 $ - 2018 22,044 2019 136,007 2020 7,219,449 Total $ 7,377,500 Asheville Note Payable In order to finance a portion of the purchase price of the Asheville facility, on September 15, 2014 the Company entered into a Promissory Note with the Bank of North Carolina to borrow $ 1,700,000 4.75 th th 1,662,101 37,899 1,662,101 Interest expense incurred on this note was $ 76,318 81,160 Omaha Note Payable In order to finance a portion of the purchase price for the Omaha facility, on June 5, 2014 the Company entered into a Term Loan and Security Agreement with Capital One, National Association to borrow $ 15,060,000 4.91 June 5, 2017 301,200 14,748,464 311,536 14,748,464 Interest expense incurred on this note was $ 487,714 679,987 Revolving Credit Facility On December 2, 2016, the Company, the Operating Partnership, as borrower, and certain subsidiaries (GMR Asheville LLC, GMR Watertown LLC, GMR Sandusky LLC, GMR East Orange LLC, GMR Omaha LLC, and GMR Reading LLC) (such subsidiaries, the “Subsidiary Guarantors”) of the Operating Partnership entered into a senior revolving credit facility (the “Credit Facility”) with BMO Harris Bank N.A., as Administrative Agent, which will initially provide up to $ 75 125 200 Amounts outstanding under the Credit Facility bear annual interest at a floating rate that is based, at the Operating Partnership’s option, on (i) adjusted LIBOR plus 2.00% to 3.00% or (ii) a base rate plus 1.00% to 2.00%, in each case, depending upon the Company’s consolidated leverage ratio. (x) 0.20% if the average daily unused commitments are less than 50% of the commitments then in effect and (y) 0.30% if the average daily unused commitments are greater than or equal to 50% of the commitments then in effect and determined based on the average daily unused commitments during such previous quarter. The Operating Partnership is subject to ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales. The Operating Partnership must also maintain (i) a maximum consolidated leverage ratio, commencing with the fiscal quarter ending December 31, 2016 and as of the end of each fiscal quarter thereafter, of less than (y) 0.65:1.00 for each fiscal quarter ending prior to October 1, 2019 and (z) thereafter, 0.60:1.00, (ii) a minimum fixed charge coverage ratio of 1.50:1.00, (iii) a minimum net worth of $119,781,219 plus 75% of all net proceeds raised through subsequent equity offerings and (iv) a ratio of total secured recourse debt to total asset value of not greater than 0.10:1.00. For the year ended December 31, 2016, the Company drew down $ 27,700,000 46,297 As disclosed in Note 12 – “Subsequent Events,” on March 3, 2017 the Credit Facility was amended to increase the total commitment and the accordion feature. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 5 – Stockholders’ Equity Preferred Stock The Company’s charter authorizes the issuance of 10,000,000 0.001 Common Stock The Company has 500,000,000 0.001 17,605,675 250,000 On March 2, 2016, ZH USA, LLC converted $ 15,000,000 1,176,656 based on a conversion rate of $ 12.748 . On July 1, 2016, the Company closed its initial public offering and issued 13,043,479 10.00 130,434,790 120,773,630 1,956,521 10.00 19,565,210 18,195,645 15,000,000 137,288,016 138,969,275 1,681,259 On July 1, 2016, ZH USA, LLC converted $ 15,030,134 1,179,019 12.748 In order to help the Company qualify as a REIT, among other purposes, the Company’s charter, subject to certain exceptions, restricts the number of shares of the Company’s common stock that a person may beneficially or constructively own. The Company’s charter provides that, subject to certain exceptions, no person may beneficially or constructively own more than 9.8%, in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of the Company’s capital stock. On June 27, 2016, the Board approved a waiver of the 9.8% ownership limit in our charter allowing ZH USA, LLC to own up to 16.9% of the Company’s outstanding shares of common stock. Pursuant to a previously declared dividend approved by the Board and in compliance with applicable provisions of the Maryland General Corporation Law, the Company paid a monthly dividend of $ 0.0852 285,703 0.20 3,592,786 3,878,489 0.20 3,604,037 For the year ended December 31, 2015 the Company paid total dividends of $ 255,600 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 6 – Related Party Transactions Management Agreement Initial Management Agreement On November 10, 2014, the Company entered into a management agreement, with an effective date of April 1, 2014, with a Delaware limited liability company and an affiliate of the Company. that is engaged in real estate development, investments, management and sales, hospitality management and investments and management, 85 the Advisor. ZH International Holdings Limited owns ZH USA, LLC, a related party and the Company’s former (pre initial public offering) majority stockholder. 2.0 30,000 754,000 627,000 Amended Management Agreement Upon completion of the Company’s initial public offering on July 1, 2016, the Company and the Advisor entered into an amended and restated management agreement. Certain material terms of the amended and restated management agreement are summarized below: Term and Termination The initial term of the amended and restated management agreement will expire on the third anniversary of the closing date of the initial public offering and will automatically renew for an unlimited number of successive one-year periods thereafter, unless the agreement is not renewed or is terminated in accordance with its terms. If the Company’s board of directors decides to terminate or not renew the amended and restated management agreement, the Company will generally be required to pay the Advisor a termination fee equal to three times the sum of the average annual base management fee and the average annual incentive compensation with respect to the previous eight fiscal quarters ending on the last day of the fiscal quarter prior to termination. Subsequent to the initial term, the Company may terminate the management agreement only under certain circumstances. Base Management Fee The Company will pay its advisor a base management fee in an amount equal to: 1.5% of its stockholders’ equity per annum, calculated quarterly for the most recently completed fiscal quarter and payable in quarterly installments in arrears. For purposes of calculating the base management fee, the Company’s stockholders’ equity means: (a) the sum of (1) the Company stockholders’ equity as of March 31, 2016, (2) the aggregate amount of the conversion price (including interest) for the conversion of the Company’s outstanding convertible debentures into common stock and OP units upon completion of the initial public offering, and (3) the net proceeds from (or equity value assigned to) all issuances of equity and equity equivalent securities (including common stock, common stock equivalents, preferred stock, long-term incentive plan (“LTIP”) units and OP units issued by the Company or the Operating Partnership) in the initial public offering, or in any subsequent offering (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), less (b) any amount that the Company pays to repurchase shares of its common stock or equity securities of the OP. Stockholders’ equity also excludes (1) any unrealized gains and losses and other non-cash items (including depreciation and amortization) that have impacted stockholders’ equity as reported in the Company’s financial statements prepared in accordance with GAAP, and (2) one-time events pursuant to changes in GAAP, and certain non-cash items not otherwise described above, in each case after discussions between the Advisor and its independent directors and approval by a majority of the Company’s independent directors. As a result, the Company’s stockholders’ equity, for purposes of calculating the base management fee, could be greater or less than the amount of stockholders’ equity shown on its financial statements. The base management fee of the Advisor shall be calculated within 30 days after the end of each quarter and such calculation shall be promptly delivered to the Company. The Company is obligated to pay the quarterly installment of the base management fee calculated for that quarter in cash within five business days after delivery to the Company of the written statement of the Advisor setting forth the computation of the base management fee for such quarter. Incentive Compensation Fee The Company will pay its advisor an incentive fee with respect to each calendar quarter (or part thereof that the management agreement is in effect) in arrears. The incentive fee will be an amount, not less than zero, equal to the difference between (1) the product of (x) 20% and (y) the difference between (i) the Company’s AFFO (as defined below) for the previous 12-month period, and (ii) the product of (A) the weighted average of the issue price of equity securities issued in the initial public offering and in future offerings and transactions, multiplied by the weighted average number of all shares of common stock outstanding on a fully-diluted basis (including any restricted stock units, any restricted shares of common stock, OP units, LTIP units, and shares of common stock underlying awards granted under the 2016 Equity Incentive Plan or any future plan in the previous 12-month period, and (B) 8%, and (2) the sum of any incentive fee paid to the Advisor with respect to the first three calendar quarters of such previous 12-month period; provided, however, that no incentive fee is payable with respect to any calendar quarter unless AFFO is greater than zero for the four most recently completed calendar quarters, or the number of completed calendar quarters since the closing date of the offering, whichever is less. For purposes of calculating the incentive fee during the first 12 months after completion of the offering, AFFO will be determined by annualizing the applicable period following completion of the offering. AFFO is calculated by adjusting the Company’s funds from operations, or FFO, by adding back acquisition and disposition costs, stock based compensation expenses, amortization of deferred financing costs and any other non-recurring or non-cash expenses, which are costs that do not relate to the operating performance of the Company’s properties, and subtracting loss on extinguishment of debt, straight line rent adjustment, recurring tenant improvements, recurring leasing commissions and recurring capital expenditures. Management Fee Expense Incurred and Accrued Management Fees For years ended December 31, 2016 and 2015, management fees of $ 1,434,294 360,000 1,443,585 620,709 630,000 Allocated General and Administrative Expenses In the future, the Company may receive an allocation of general and administrative expenses from the Advisor that are either clearly applicable to or were reasonably allocated to the operations of the properties. There were no allocated general and administrative expenses from the Advisor for the years ended December 31, 2016 and December 31, 2015. Convertible Debenture, due to Related Party The Company has received funds from its related party ZH USA, LLC in the form of convertible interest bearing notes ( 8 “Convertible debenture, due to related party” on the accompanying Consolidated Balance Sheets. The Company may prepay the note at any time, in whole or in part. Additionally, ZH USA, LLC may elect to convert all or a portion of the outstanding principal amount of the note into shares of common stock in an amount equal to the principal amount of the note, together with accrued but unpaid interest, divided by $ 12.748 On March 2, 2016, ZH USA, LLC converted $ 15,000,000 1,176,656 based on a conversion rate of $ 12.748 . On June 15, 2016, in anticipation of its initial public offering, the Company entered into a Pay-Off Letter and Conversion Agreement (the “Pay-Off Letter and Conversion Agreement”) with ZH USA, LLC with regards to the Convertible Debentures loaned to the Company. Under the terms of the Pay-Off Letter and Conversion Agreement, upon the closing date of the initial public offering on July 1, 2016, ZH USA, LLC converted $ 15,030,134 1,179,019 12.748 10,000,000 On July 8, 2016, also in accordance with the Pay-Off Letter and Conversion Agreement, the Company paid all accrued interest owed and outstanding on the Convertible Debentures in the amount of $ 1,716,811 Balance as of January 1, 2016 $ 40,030,134 Conversion of convertible debenture to common shares (March 2, 2016) (a) (15,000,000) Conversion of convertible debenture to common shares (July 1, 2016) (a) (15,030,134) Pay-off of remaining principal balance (10,000,000) Balance as of December 31, 2016 $ - (a) Total amount converted to common shares equals $30,030,134 A rollforward of the funding from ZH USA, LLC classified as convertible debenture, due to majority stockholder as of December 31, 2015 is as follows: Balance as of January 1, 2015 $ 5,446,102 Funds advanced for Tennessee Facilities acquisition 20,900,000 Funds advanced for West Mifflin acquisition 4,545,838 Funds advanced for Plano acquisition (closed post 12.31.15; see Note 11) 9,000,000 Fund advanced to be used for future acquisitions 138,194 Total funded during the year ended December 31, 2015 34,584,032 Balance as of December 31, 2015 $ 40,030,134 Interest expense on the Convertible Debentures was $ 1,242,899 581,342 Prior to the conversions and the pay-off of the remaining outstanding principal balance of the Convertible Debentures discussed above, the Company analyzed the conversion option in the convertible debenture for derivative accounting treatment under ASC Topic 815, Derivatives and Hedging, and determined that the instrument does not qualify for derivative accounting. The Company performed an analysis in accordance with ASC Topic 470-20, Debt with Conversion and Other Options, to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does not have a beneficial conversion feature. Notes Payable to Related Parties During the year ended December 31, 2016, the Company received total funds in the amount of $ 450,000 4 10,284 450,000 During the year ended December 31, 2015, the Company received funds in the amount of $ 382,805 421,000 “Notes payable to related parties” on the accompanying Consolidated Balance Sheets. ZH USA, LLC Loan On June 7, 2016, the Company received an interest free loan from ZH USA, LLC in the principal amount of $ 1.5 Due to Related Parties, Net Due to Due (to) from Total Due (To) Due from Advisor – Due to Advisor – Other Related From Related Advisor Mgmt. Fees Other Funds Party Parties, Net Balance as of January 1, 2016 $ 178,111 (630,000) (240,280) (155,000) (847,169) Management fees incurred (a) (1,434,294) (1,434,294) Management fees paid to Advisor (a) - 1,443,585 - - 1,443,585 Funds repaid to Advisor (b) - - 239,694 - 239,694 Funds repaid to Other Related Party (b) - - - 155,000 155,000 Funds loaned to Other Related Party (c) 1,384 1,384 Funds repaid by Advisor (c) (178,111) (178,111) Funds loaned to ZH USA, LLC (c) - - - 39,000 39,000 Balance as of December 31, 2016 $ - (620,709) (586) 40,384 (580,911) (a) Net amount repaid of $ 9,291 (b) Total amount of $ 394,694 239,694 155,000 (c) Net amount of $ 137,727 178,111 39,000 A rollforward of the due (to) from related parties balance, net as of December 31, 2015 is as follows: Due to Total Due (To) Due from Advisor – Due to Advisor – Due to Other From Related Advisor Mgmt. Fees Other Funds Related Party Parties, Net Balance as of January 1, 2015 $ 42,915 (270,000) (103,683) - (330,768) Management fees due to Advisor (c) - (360,000) - - (360,000) Funds loaned by Advisor (a) - - (136,597) - (136,597) Funds loaned to Advisor (b) 135,196 - - - 135,196 Funds loaned by Other Related Party (a) - - - (155,000) (155,000) Balance as of December 31, 2015 $ 178,111 (630,000) (240,280) (155,000) (847,169) (a) Total funds loaned to the Company of $ 291,597 (b) Funds loaned were used by the Advisor for the Asheville facility acquisition. (c) This amount represents a cash flow statement operating activity. |
2016 Equity Incentive Plan
2016 Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 7 - 2016 Equity Incentive Plan LTIP Units and Related Accounting Impact Prior to the completion of the initial public offering on July 1, 2016, the Board approved and adopted the 2016 Equity Incentive Plan. The purpose of the 2016 Equity Incentive Plan is to attract and retain qualified persons upon whom, in large measure, our sustained progress, growth and profitability depend, to motivate the participants to achieve long-term company goals and to more closely align the participants’ interests with those of the Company’s other stockholders by providing them with a proprietary interest in the Company’s growth and performance. The Company’s executive officers, employees, employees of our advisor and its affiliates, consultants and non-employee directors are eligible to participate in the 2016 Equity Incentive Plan. LTIP units granted on December 21, 2016 56,254 LTIP units granted on July 1, 2016 358,250 Total LTIP units granted for the year ended December 31, 2016 414,504 LTIP units remaining to be granted under 2016 Equity Incentive Plan 817,893 Total LTIP units to be granted under 2016 Equity Incentive Plan 1,232,397 An aggregate of 414,504 817,893 1,232,397 17,605,675 Of the 414,504 LTIP units that were granted, 60,400 68,900 8,000 277,204 263,454 36 41 53 13,750 Total compensation expense of $ 1,684,812 604,000 10.00 1,080,812 8.92 76,000 10.00 Shares subject to awards under the 2016 Equity Incentive Plan that are forfeited, cancelled, lapsed, settled in cash or otherwise expired (excluding shares withheld to satisfy exercise prices or tax withholding obligations) will again be available for awards under the 2016 Equity Incentive Plan. The 2016 Equity Incentive Plan is administered by the Company’s compensation committee, which will interpret the 2016 Equity Incentive Plan and have broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and terms and conditions of each award, including the exercise price of options, the number of shares subject to awards and the expiration date of, and the vesting schedule or other restrictions (including, without limitation, restrictive covenants) applicable to, awards. The 2016 Equity Incentive Plan allows the Company to grant the following types of awards: · options, including non-qualified options and incentive stock options; · stock appreciation rights, or SARs; · stock awards, including restricted stock and unrestricted stock; · restricted stock units; · other equity-based awards, including LTIP units; · incentive awards; · substitute awards; and · performance awards. Operating Partnership and LTIP Units As disclosed on March 14, 2016, the Company entered into the Agreement of Limited Partnership of Global Medical REIT, L.P. (“Partnership Agreement”), pursuant to which the Company, through a wholly-owned subsidiary, serves as the sole general partner of the Operating Partnership and may not be removed as general partner by the limited partners with or without cause. The Partnership Agreement, as amended, provides, among other things, that the Operating Partnership initially has two classes of limited partnership interests, which are Units of limited partnership interest (“OP Units”), and the Operating Partnership’s LTIP units. In calculating the percentage interests of the partners in the Operating Partnership, LTIP units are treated as OP Units. In general, vested LTIP units will receive the same per-unit distributions as the OP Units. Initially, each LTIP unit will have a capital account balance of zero and, therefore, will not have full parity with OP Units with respect to any liquidating distributions. However, the Partnership Agreement, as amended provides that “book gain,” or economic appreciation, in the Company’s assets realized by the Operating Partnership as a result of the actual sale of all or substantially all of the Operating Partnership’s assets, or the revaluation of the Operating Partnership’s assets as provided by applicable U.S. Department of Treasury regulations, will be allocated first to the holders of LTIP units until their capital account per unit is equal to the average capital account per-unit of the Company’s OP Unit holders in the Operating Partnership. We expect that the Operating Partnership will issue OP Units to limited partners, and the Company, in exchange for capital contributions of cash or property, and will issue LTIP units pursuant to the Company’s 2016 Equity Incentive Plan to persons who provide services to the Company, including the Company’s officers, directors and employees. Pursuant to the Partnership Agreement, as amended, any holders of OP Units, other than the Company or its subsidiaries, will receive redemption rights which, subject to certain restrictions and limitations, will enable them to cause the Operating Partnership to redeem their OP Units in exchange for cash or, at the Company’s option, shares of the Company’s common stock, on a one-for-one basis. The Company has agreed to file, not earlier than one year after the closing of the IPO, one or more registration statements registering the issuance or resale of shares of its common stock issuable upon redemption of the OP Units, including those issued upon conversion of LTIP units to the Manager and the Former Advisor. LTIP units are convertible into OP Units on a one for one basis, subject to certain conditions as set forth in the LTIP Unit Vesting Agreement entered into by each LTIP unit holder. First, the LTIP units must have vested. The existing LTIP Unit Vesting Agreements generally provide for a vesting period of up to five years. Second, the number of vested LTIP units that may be converted into OP Units is limited to the proportion of the "capital account equivalency" that the LTIP units have achieved with the OP Units. The number of vested LTIP units that may be converted generally is equal to the capital account balance of such LTIP units divided by the capital account balance per unit of the OP units held by the General Partner. LTIP unit holders initially receive a capital account with a zero balance and receive priority allocations of certain gains to increase their capital account balances until they equal the capital account balances of OP Unit holders. Upon capital account equalization and vesting, LTIP units are convertible into an equal number of OP Units at the holder’s election with notice to the Operating Partnership. The Operating Partnership, at any time at the election of the General Partner, may also force a conversion of vested LTIP units into OP Units, subject to the capital account equivalency requirement described in this paragraph. LTIP unit holders have the same voting rights as holders of OP Units, with the LTIP units voting as a single class with the OP Units and having one vote per LTIP unit. With certain exceptions, a majority vote of the LTIP unit holders is required to amend the provisions of the Partnership Agreement related to LTIP units. |
Rental Revenue
Rental Revenue | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Operating Leases of Lessor Disclosure [Text Block] | Note 8 – Rental Revenue 2017 $ 15,177,903 2018 15,395,212 2019 15,716,511 2020 16,025,456 2021 13,881,629 Thereafter 78,717,957 Total $ 154,914,668 For the year ended December 31, 2016, the Omaha facility constituted approximately 21 18 17 11 11 4 4 3 5 The Omaha facility constituted approximately 80 10 |
Omaha Land Lease Rent Expense
Omaha Land Lease Rent Expense | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Operating Leases of Lessee Disclosure [Table Text Block] | Note 9 – Omaha Land Lease Rent Expense The Omaha facility land lease initially was to expire in 2023 60 12.5 72,615 79,892 2017 $ 59,877 2018 63,619 2019 67,362 2020 67,362 2021 67,362 Thereafter 906,224 Total $ 1,231,806 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 10 – Commitments and Contingencies Litigation The Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company, which if determined unfavorably to the Company, would have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Environmental Matters The Company follows a policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties, the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its financial position, results of operations, or cash flows. Additionally, the Company is not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that management believes would require additional disclosure or the recording of a loss contingency. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 11 – Income Taxes For the 2016 tax year, the Company is planning to elect and qualify as a REIT under the Internal Revenue Code. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that the Company distribute at least 90 70,000 Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company had federal and state passive activity loss carry forwards of $ 2,175,000 2,053,000 2033 December 31, 2016 December 31, 2015 Deferred income tax asset: Net operating and passive activity loss carry forward $ 1,438,000 $ 460,000 Valuation allowance (1,438,000) (460,000) Net deferred tax asset $ - $ - The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets. The Company considers all available evidence, both positive and negative, including expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits. As a result of this analysis of all available evidence, both positive and negative, the Company concluded that it is not likely that its net deferred tax assets will ultimately be recovered; as such, it recorded a valuation allowance for the net operating and passive activity losses and a reserve due to the anticipated REIT election for calendar year 2016. The Company follows ASC Topic 740 to recognize, measure, present and disclose in our consolidated financial statements uncertain tax positions that it has taken or expects to take on a tax return. As of December 31, 2016 and December 31, 2015, the Company did not have any liabilities for uncertain tax positions that it believes should be recognized in its financial statements. The Company is no longer subject to U.S. federal, state or local income tax examinations by tax authorities for the years 2012 and earlier. The Company is not currently under examination by any taxing jurisdiction. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 12 – Subsequent Events Summary of Properties Acquired Subsequent to the Year Ended December 31, 2016 Sandusky Facility The Company closed on the acquisition of one of the remaining two Sandusky properties on March 10, 2017 in the amount of approximately $ 4.3 1.1 11 Clermont Facility On March 1, 2017, the Company, as buyer, pursuant to a purchase agreement (the “Purchase Agreement”) with HVI, LLC (the “HVI Seller”), acquired HVI Seller’s interest, as ground lessee, in the ground lease (the “Ground Lease”) that covers and affects certain real property located in Clermont, Florida (the “land”), along with HVI Seller’s right, title and interest arising under the Ground Lease in and to the medical building located upon the Land (the “Clermont Facility”), for a purchase price of $ 5.225 Prescott Facility On February 9, 2017, the Company, as buyer, pursuant to a purchase and sale agreement (the “Purchase Agreement”) with Hosn Hojatollah Askari, as seller (“Hosn”), acquired a medical office building (the “Prescott Facility”) located in Prescott, Arizona, for a purchase price of $ 4.5 Las Cruces Facility On February 1, 2017, the Company, as buyer, pursuant to a purchase and sale agreement (the “Purchase Agreement”) with Medical Realty Limited Liability Co., as seller (“Medical Realty”), acquired a medical office building (the “Las Cruces Facility”) located in Las Cruces, New Mexico for a purchase price of $ 4.88 C ape Coral Facility On January 10, 2017, pursuant to the terms of a purchase and sale agreement between the Company, as purchaser, and Del Prado North, LLP, as seller (“Del Prado”), the Company acquired a medical office building (the “Cape Coral Facility”) located in Cape Coral, Florida, for a purchase price of $ 7.25 Lewisburg Facility On January 12, 2017, pursuant to the terms of an asset purchase agreement between the Company, as purchaser, and W 148, LLC, as seller, the Company acquired a medical office building (the “Lewisburg Facility”), encompassing 28,480 7.3 Land and site improvements $ 681,223 Building and tenant improvements 6,113,823 In place leases 373,380 Leasing commissions and legal fees 131,574 Total purchase price $ 7,300,000 The above allocation is preliminary and subject to revision within the measurement period, not to exceed one year from the date of the acquisition. Summary of Properties under Executed Asset Purchase Agreements Subsequent to December 31, 2016 Oklahoma City Facilities On January 30, 2017, the Company entered into a purchase contract (the “Purchase Agreement”) with CRUSE-TWO, L.L.C., an Oklahoma limited liability company (“Cruse-Two”), and CRUSE-SIX, L.L.C., an Oklahoma limited liability company (“Cruse-Six”) to acquire a surgical hospital (the “Hospital”), a physical therapy center (the “PT Center,” together with the Hospital, “OCOM South”), and an outpatient ambulatory surgery center (“OCOM North”) located in Oklahoma City, Oklahoma from Cruse-Two and Cruse-Six for an aggregate purchase price of $ 49.5 Upon closing of the acquisition of OCOM South, the Company will assume the existing absolute triple-net lease agreement (the “OCOM South Lease”), pursuant to which OCOM South is leased from Cruse-Two to Oklahoma Center for Orthopedic & Multi-Specialty Surgery, LLC (“OCOM”) with a remaining initial lease term expiring March 1, 2022, subject to three consecutive five-year renewal options by the tenant. A portion of the rent is guaranteed by United Surgical Partners International, Inc. (“USPI”) and INTEGRIS Health, Inc. (“INTEGRIS”), respectively. Upon closing of the acquisition of OCOM South, the Company will, through a subsidiary of the Operating Partnership, enter into a new absolute triple-net lease agreement (the “Master Lease,”), pursuant to which the subsidiary, as master landlord, will lease OCOM South to Cruse-Two, as master tenant. The Master Lease will have a five-year term. The OCOM South Lease will become a sublease under the Master Lease upon commencement of the Master Lease. USPI and INTEGRIS will continue to serve as guarantors of the OCOM South Lease in the percentages set forth above, while the Master Lease will have no lease guarantees. Upon expiration of the Master Lease, the OCOM South Lease will become a direct lease with the Company. Under the Master Lease, OCOM will continue to be responsible for all lease payments due under the OCOM South Lease, which amounts will be paid directly to the Master Tenant, while Cruse-Two will be responsible for payment of the additional rent amounts payable under the Master Lease. Cruse-Two will provide a standby letter of credit (“Letter of Credit”) addressed to the Company as beneficiary in an amount equal to the aggregate amount of the additional rent payable by Cruse-Two under the Master Lease, less $ 220,782 Upon closing of the acquisition of OCOM North, the Company will assume the existing absolute triple-net lease agreement (the “OCOM North Lease”) pursuant to which OCOM North is leased from Cruse-Six, as landlord, to OCOM, as tenant, with a remaining initial lease term expiring on July 31, 2022 The annual rent under the OCOM North Lease for OCOM North is subject to annual increases equal to the CPI (never to decrease and not to exceed 4.0% over the prior year’s rent and not to exceed an overall increase of 2.5% per year, compounded annually). The Company’s obligation to close the acquisition is subject to customary terms and conditions as set forth in the Purchase Agreement. Upon the satisfaction of customary closing conditions, the Company expects to close this acquisition in the second Dividends On March 20, 2017, the Company announced the declaration of a cash dividend of $ 0.20 On December 14, 2016 0.20 December 27, 2016 3,604,037 January 10, 2017 Amendment to Credit Facility On March 3, 2017, the Company, the Operating Partnership, as borrower, and the Subsidiary Guarantors of the Operating Partnership entered into an amendment to the Credit Facility with BMO Harris Bank N.A., as Administrative Agent, which increased the commitment amount to $ 200 50 Equity Awards Approved in 2017 On February 28, 2017, the Board approved the recommendations of the Compensation Committee of the Board with respect to the granting of 2017 Annual Performance-Based Long Term Incentive Plan Awards (the “Annual Awards”) and Long-Term Performance-Based LTIP Awards (the “Long-Term Awards”) to the executive officers of the Company and other employees of the Company’s external manager who perform services for the Company. The Annual Awards and Long-Term Awards were granted pursuant to the Company’s 2016 Equity Incentive Plan. An aggregate of 96,529 145,133 Annual Awards . The Annual Awards are subject to the terms and conditions of LTIP Annual Award Agreements (“LTIP Annual Award Agreements”) between the Company and each grantee. The Compensation Committee established various operating performance goals for calendar year 2017, as set forth in Exhibit A to the LTIP Annual Award Agreements (the “Performance Goals”), that will be used to determine the actual number of LTIP Units earned by each grantee under each LTIP Annual Award Agreement. As soon as reasonably practicable following the last day of the 2017 fiscal year, the Compensation Committee will determine the extent to which the Company has achieved the Performance Goals and, based on such determination, will calculate the number of LTIP Units that each grantee is entitled to receive under the grantee’s Annual Award based on the performance percentages described in the grantee’s LTIP Annual Award Agreement. Each grantee may earn up to 150 Long-Term Awards . The Long-Term Awards are subject to the terms and conditions of LTIP Long-Term Award Agreements (“LTIP Long-Term Award Agreements”) between the Company and each grantee. The number of LTIP Units that each grantee is entitled to earn under the LTIP Long-Term Award Agreements will be determined following the conclusion of a three-year performance period based on the Company’s total shareholder return, which is determined based on a combination of appreciation in stock price and dividends paid during the performance period (“TSR”). Each grantee may earn up to 200 The number of LTIP Units earned under the Long-Term Awards will be determined as soon as reasonably practicable following the end of the three-year performance period based on the Company’s TSR on an absolute basis (as to 75% of the Long-Term Award) and relative to the SNL Healthcare REIT Index (as to 25% of the Long-Term Award). Vesting. LTIP units that are earned as of the end of the applicable performance period will be subject to forfeiture restrictions that will lapse (“vesting”), subject to continued employment through each vesting date, in two installments as follows: 50 50 Distributions. Pursuant to both the LTIP Annual Award Agreements and LTIP Long-Term Award Agreements, distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the maximum number of LTIP Units that the grantee could earn and will be paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee. Director Compensation On February 28, 2017, the Board also approved the new annual compensation amounts for its independent directors for the year beginning with the 2017 annual meeting of the Company’s stockholders. Each independent director will receive an annual cash retainer of $ 30,000 30,000 6,000 5,000 3,500 5,500 12,000 10,000 7,000 11,000 15,000 Finally, the independent directors who were appointed to serve as directors prior to the closing date of the Company’s initial public offering on July 1, 2016 (the “IPO”) will be paid a one-time cash amount equal to (i) $ 15,000 15,000 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Consolidation Policy The accompanying consolidated financial statements include the accounts of the Company, including the Operating Partnership and its wholly-owned subsidiaries, and the interests in the Operating Partnership held by the LTIP unit holders, which the Operating Partnership has control over and therefore consolidates. These LTIP units represent “noncontrolling interests” and have no value as of December 31, 2016 as they have not been converted into OP Units and therefore did not participate in the Company’s consolidated net loss. At the time when there is value associated with the noncontrolling interests, the Company will classify such interests as a component of consolidated equity, separate from the Company’s total stockholder’s equity on its Consolidated Balance Sheets. Additionally, net income or loss will be allocated to noncontrolling interests based on their respective ownership percentage of the Operating Partnership. All material intercompany balances and transactions between the Company and its subsidiaries have been eliminated. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and footnotes. Actual results could differ from those estimates. |
Revenue Recognition, Policy [Policy Text Block] | The Company’s operations currently consist of rental revenue earned from tenants under leasing arrangements which provide for minimum rent and escalations. The leases have been accounted for as operating leases. For operating leases with contingent rental escalators revenue is recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators are recognized on a straight-line basis over the initial lease term, subject to a collectability assessment, with the difference between the contractual rental receipts and the straight-line amounts recorded as a “deferred rent receivable.” The Company consistently assesses the need for an allowance for doubtful accounts, including an allowance for operating lease straight-line rent receivables, for estimated losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant recovery payments. The Company also monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For operating lease straight-line rent amounts, the Company's assessment is based on amounts estimated to be recoverable over the term of the lease. As of December 31, 2016 and December 31, 2015 no allowance was recorded as it was not deemed necessary. |
Real Estate, Policy [Policy Text Block] | Purchase of Real Estate Transactions in which real estate assets are purchased that are not subject to an existing lease are treated as asset acquisitions and are recorded at their purchase price, including capitalized acquisition costs, which is allocated to land and building based upon their relative fair values at the date of acquisition. Transactions in which real estate assets are acquired either subject to an existing lease or as part of a portfolio level transaction with significant leasing activity are treated as a business combination under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, and the assets acquired and liabilities assumed, including identified intangible assets and liabilities, are recorded at their fair value. Fair value is determined based upon the guidance of ASC Topic 820, Fair Value Measurements and Disclosures and generally are determined using Level 2 inputs, such as rent comparables, sales comparables, and broker indications. Although Level 3 Inputs are utilized, they are minor in comparison to the Level 2 data used for the primary assumptions. The determination of fair value involves the use of significant judgment and estimates. The Company makes estimates to determine the fair value of the tangible and intangible assets acquired and liabilities assumed using information obtained from multiple sources, including pre-acquisition due diligence, and the Company routinely utilize the assistance of a third party appraiser. Initial valuations are subject to change until the information is finalized, no later than 12 months from the acquisition date. The Company expenses transaction costs associated with acquisitions accounted for as business combinations in the period incurred. Details regarding the valuation of tangible assets in business combination: The fair value of land is determined using the sales comparison approach whereby recent comparable land sales and listings are gathered and summarized. The available market data is analyzed and compared to the land being valued and adjustments are made for dissimilar characteristics such as market conditions, size, and location. The Company estimates the fair value of buildings acquired on an as-if-vacant basis and depreciate the building value over its estimated remaining life. The Company determines the fair value of site improvements (non-building improvements that include paving and other) using the cost approach, with a deduction for depreciation, and depreciate the site improvements over their estimated remaining useful lives. Tenant improvements represent fixed improvements to tenant spaces, the fair value of which is estimated using prevailing market tenant improvement allowances that would be given to attract a new tenant, estimated based on the assumption that it is a necessary cost of leasing up a vacant building. Tenant improvements are amortized over the remaining term of the lease. Details regarding the valuation of intangible assets in business combination: In determining the fair value of in-place leases (the avoided cost associated with existing in-place leases) management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes reimbursable (based on market lease terms) real estate taxes, insurance, other operating expenses, as well as estimates of lost market rental revenue during the expected lease-up periods. The values assigned to in-place leases are amortized over the remaining term of the lease. The fair value of above-or-below market leases is estimated based on the present value (using an interest rate which reflected the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management’s estimate of market lease rates measured over a period equal to the estimated remaining term of the lease. An above market lease is classified as an intangible asset and a below market lease is classified as an intangible liability. The capitalized above-market lease intangible is amortized as a reduction of rental revenue and the below-market lease intangible is amortized as an addition to rental revenue over the estimated remaining term of the respective leases. Intangible assets related to leasing costs consist of leasing commissions and legal fees. Leasing commissions are estimated by multiplying the remaining contract rent associated with each lease by a market leasing commission. Legal fees represent legal costs associated with writing, reviewing, and sometimes negotiating various lease terms. Leasing costs are amortized over the remaining useful life of the respective leases. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long Lived Assets The Company evaluates its real estate assets for impairment periodically or whenever events or circumstances indicate that its carrying amount may not be recoverable. If an impairment indicator exists, we compare the expected future undiscounted cash flows against the carrying amount of an asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, we would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all demand deposits, cashier’s checks, money market accounts and certificates of deposits with a maturity of three months or less to be cash equivalents. The Company maintains their cash and cash equivalents and escrow deposits at financial institutions. The combined account balances may exceed the Federal Depository Insurance Corporation insurance coverage, and, as a result, there may be a concentration of credit risk related to amounts on deposit. The Company does not believe that this risk is significant. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash The restricted cash balance of $ 941,344 383,265 319,500 238,579 493,717 447,627 |
Receivables, Policy [Policy Text Block] | Tenant Receivables The tenant receivables balance of $ 212,435 28,599 22,323 161,513 |
Escrow Deposits [Policy Text Block] | Escrow deposits include funds held in escrow to be used for the acquisition of future properties and for the payment of taxes, insurance, and other amounts as stipulated by the Company’s third party loan agreements. The escrow balance as of December 31, 2016 and December 31, 2015 was $ 1,212,177 454,310 757,867 862,177 104,310 439,433 |
Deferred Assets [Policy Text Block] | The deferred assets balance of $ 704,537 1,610,908 1,681,259 1,681,259 93,646 23,295 70,351 |
Other Assets [Policy Text Block] | Costs that are incurred prior to the completion of an acquisition are capitalized if all of the following conditions are met: (a) the costs are directly identifiable with the specific property, (b) the costs would be capitalized if the property were already acquired, and (c) acquisition of the property is probable. These costs are included with the value of the acquired property upon completion of the acquisition. The costs will be charged to expense when it is probable that the acquisition will not be completed. |
Security Deposit Liability [Policy Text Block] | Security Deposits Liability The security deposits liability balance of $ 719,592 319,500 400,092 |
Debt, Policy [Policy Text Block] | Debt Issuance Costs Presentation of Unamortized Term Debt Issuance Costs as a Debt Discount On April 7, 2015, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2015-03 entitled “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). Debt issuance costs include amounts paid to lenders and others to obtain financing and are amortized to interest expense on a straight-line basis over the term of the related loan, which approximates the effective interest method. In accordance with the provisions of ASU 2015-03, for fiscal years beginning after December 15, 2015, and interim periods within those years, term debt issuance costs related to a recognized debt liability must be reclassified and presented as a debt discount in the Consolidated Balance Sheets and presented as a direct reduction from the carrying amount of that debt liability. The application of ASU 2015-03 is required to be applied retrospectively. The Company early adopted ASU 2015-03 effective for the fiscal year ended December 31, 2015. The adoption of ASU 2015-03 represents a change in accounting principal. See Note 4 – “Notes Payable Related to Acquisitions and Revolving Credit Facility” for additional details. Presentation of Unamortized Revolving Debt Issuance Costs as a Deferred Financing Asset ASU 2015-03 was framed around the accounting for issuance costs related to term debt. As discussed in Note 4 – “Notes Payable Related to Acquisitions and Revolving Credit Facility,” on December 2, 2016 the Company entered into a revolving credit facility. The Company has deferred the debt issuance costs incurred related to securing the revolving credit facility and recorded the costs as an asset, net of accumulated amortization, entitled “deferred financing costs, net” in its Consolidated Balance Sheet as of December 31, 2016. |
Related Party Disclosures [Policy Text Block] | The Company enters into transactions with affiliated entities, or “related parties,” which are recorded net as “Due to Related Parties” in the accompanying Consolidated Balance Sheets. Related party disclosures are governed by ASC Topic 850, Related Party Disclosures. Refer to Note 6 – “Related Party Transactions” for additional information regarding the Company’s related party transactions. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation As disclosed in Note 7 – “2016 Equity Incentive Plan,” the Company grants LTIP unit awards to employees of its advisor and its affiliates, and to the Company’s independent directors. The Company expenses the fair value of unit awards in accordance with the fair value recognition requirements of ASC Topic 718, Compensation-Stock Compensation, and ASC Topic 505, Equity. |
Depreciation, Depletion, and Amortization [Policy Text Block] | Depreciation Expense Depreciation expense is computed using the straight-line method over the estimated useful lives of the buildings and improvements, which are generally between 4 40 |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company plans on electing to be taxed as a REIT for federal income tax purposes for the year ended December 31, 2016. REITs are generally not subject to federal income taxes if the Company can meet many specific requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal and state income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates, and the Company may be ineligible to qualify as a REIT for subsequent tax years. Even if the Company qualifies as a REIT, it may be subject to certain state or local income taxes, and if the Company creates a Taxable REIT Subsidiary (“TRS”), the TRS will be subject to federal, state and local taxes on its income at regular corporate rates. The Company recognizes the tax effects of uncertain tax positions only if the position is more likely than not to be sustained upon audit, based on the technical merits of the position. The Company has not identified any material uncertain tax positions and recognizes interest and penalties in income tax expense, if applicable. The Company is currently not under examination by any income tax jurisdiction. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the sum of the weighted average number of common shares outstanding plus any potential dilutive shares for the period. As of December 31, 2015, the Convertible Debenture balance in the amount of $ 40,030,134 3,140,111 12.748 . 137,300 |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting ASC Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about a public entity's reportable segments. The Company has determined that they have one reportable segment, with activities related to investing in medical properties. The Company evaluates the operating performance of its investments on an individual asset level basis. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Fair value is a market-based measurement and should be determined based on the assumptions that market participants would use in pricing an asset or liability. In accordance with ASC Topic 820, the valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: • Level 1-Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets; • Level 2-Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and • Level 3-Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company considers the carrying values of cash and cash equivalents, escrow deposits, accounts and other receivables, and accounts payable and accrued expenses to approximate the fair value for these financial instruments because of the short period of time since origination or the short period of time between origination of the instruments and their expected realization. Due to the short-term nature of these instruments, Level 1 and Level 2 inputs are utilized to estimate the fair value of these financial instruments. The fair values determined related to the Company’s transactions that are accounted for as business combinations primarily utilizes Level 2 inputs since there is heavy reliance on market observable data such as rent comparables, sales comparables, and broker indications. Although some Level 3 inputs are utilized they are minor in comparison to the Level 2 date used for the primary assumptions as it relates to business combination valuations. |
Property Portfolio (Tables)
Property Portfolio (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Table Text Block] | A rollforward of the gross investment in land, building and improvements as of December 31, 2016, resulting from the ten acquisitions completed during the year ended December 31, 2016, is as follows: Improvements and Intangible Assets Gross Land Building and Liabilities Investment Balances as of January 1, 2016 $ 4,563,852 $ 51,574,271 $ - $ 56,138,123 Acquisitions: HealthSouth Facilities 4,285,439 55,442,121 8,365,440 68,093,000 Ellijay Facilities 777,283 2,929,183 1,193,534 4,900,000 Carson City Facilities 760,000 3,268,350 - 4,028,350 Sandusky Facilities 228,427 4,518,978 - 4,747,405 Watertown Facilities 1,100,000 8,002,171 - 9,102,171 East Orange Facility 2,150,000 10,112,200 - 12,262,200 Reading Facilities 1,440,000 7,939,985 - 9,379,985 Melbourne Facility 1,200,000 14,250,000 - 15,450,000 Westland Facility 230,000 4,520,000 - 4,750,000 Plano Facility 1,050,000 16,696,139 - 17,746,139 Total Additions: 13,221,149 127,679,127 9,558,974 150,459,250 Balances as of December 31, 2016 $ 17,785,001 $ 179,253,398 $ 9,558,974 $ 206,597,373 Improvements and Intangible Assets Gross Land Building and Liabilities Investment Balances as of January 1, 2015 $ 572,400 $ 23,801,362 $ - $ 24,373,762 Acquisitions: Tennessee Facilities 2,704,452 17,451,238 - 20,155,690 West Mifflin Facility 1,287,000 10,321,671 - 11,608,671 Total Additions: 3,991,452 27,772,909 - 31,764,361 Balances as of December 31, 2016 $ 4,563,852 $ 51,574,271 $ - $ 56,138,123 |
Business Acquisition, Pro Forma Information [Table Text Block] | Year Ended December 31, 2016 2015 (unaudited) Revenue $ 14,097,839 $ 8,456,721 Net loss $ (4,405,827) $ (776,656) Loss per share $ (0.47) $ (3.11) Weighted average shares outstanding 9,302,244 250,000 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | Year Ended December 31, 2016 Accumulated Cost Amortization Net Assets In-place leases $ 5,826,556 $ (34,789) $ 5,791,767 Above market leases 74,096 (443) 73,653 Leasing costs 1,286,389 (7,533) 1,278,856 $ 7,187,041 $ (42,765) $ 7,144,276 Liabilities Below market leases $ 279,354 $ (1,437) $ 277,917 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | Amortization expense related to in-place leases $ 34,789 Amortization expense related to leasing costs $ 7,533 Decrease of rental revenue related to above market leases $ 443 Increase of rental revenue related to below market leases $ 1,437 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Future aggregate net amortization of the acquired lease intangible as of December 31, 2016, is as follows: Net Increase Net Increase in Revenue in Expenses 2017 $ 23,090 $ 1,281,463 2018 23,090 1,281,463 2019 23,090 1,281,463 2020 23,090 1,281,463 2021 20,246 666,850 Thereafter 91,658 1,277,921 Total $ 204,264 $ 7,070,623 |
HealthSouth Facilities [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table presents the preliminary purchase price allocation for the assets acquired as part of the HealthSouth facilities acquisitions: Land and site improvements $ 5,614,486 Building and tenant improvements 56,220,509 In place leases 5,154,249 Above market lease intangibles 74,096 Leasing costs 1,088,813 Below market lease intangibles (59,153) Total purchase price $ 68,093,000 |
Ellijay Facilities [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table presents the preliminary purchase price allocation for the assets acquired as part of the HealthSouth facilities acquisition: Land and site improvements $ 913,509 Building and tenant improvements 3,336,809 In place leases 672,307 Leasing commissions and legal fees 197,576 Below market lease intangibles (220,201) Total purchase price $ 4,900,000 |
Notes Payable Related to Acqu21
Notes Payable Related to Acquisitions and Revolving Credit Facility (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Instrument [Line Items] | |
Schedule Of Proceeds From Notes Payable [Table Text Block] | A summary of the total proceeds received from notes payable related to acquisitions during the years ended December 31, 2016 and December 31, 2015, is as follows December 31, 2016 December 31, 2015 Plano Facility Financing $ 9,223,500 $ - West Mifflin Facility Financing - 7,377,500 Cantor Loan 32,097,400 - Total Proceeds Received from Notes Payable Related to Acquisitions $ 41,320,900 $ 7,377,500 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | A detail of the impact of adopting ASU 2015-03 on the Company’s Notes Payable Related to Acquisitions, net of unamortized discount balances, as of December, 2016 and December 31, 2015, is as follows: December 31, 2016 December 31, 2015 Notes payable related to acquisitions, gross $ 39,474,900 $ 23,788,065 Less: Unamortized debt discount (1,061,602) (302,892) Notes payable related to acquisitions, net $ 38,413,298 $ 23,485,173 |
Schedule of Debt [Table Text Block] | A rollforward of the unamortized debt discount balance as of December 31, 2016 is as follows: Balance as of January 1, 2016, net $ 302,892 Additions – Plano and Cantor financings 1,090,078 Write-off of Plano financing costs (a)(b) (53,280) Debt discount amortization expense (b) (278,088) Balance as of December 31, 2016, net $ 1,061,602 (a) As disclosed in Note 3 – “Property Portfolio,” the Plano loan was refinanced with proceeds from the Cantor Loan and accordingly the Plano related deferred financing costs were written off during the year ended December 31, 2016 into the “Interest Expense” line item in the accompanying Consolidated Statements of Operations. (b) Sum equals amortization expense incurred on the debt discount for the year ended December 31, 2016 of $331,368. A rollforward of the unamortized debt discount balance as of December 31, 2015 is as follows: Balance as of January 1, 2015, net $ 291,691 Additions – West Mifflin financing 137,736 Debt discount amortization expense (126,535) Balance as of December 31, 2015, net $ 302,892 |
Schedule Of Deferred Financing Costs [Table Text Block] | A rollforward of the deferred financing cost balance as of December 31, 2016 is as follows: Balance as of January 1, 2016, net $ - Additions – revolving credit facility 946,161 Debt discount amortization expense (19,076) Balance as of December 31, 2015, net $ 927,085 |
Cantor Loan [Member] | |
Debt Instrument [Line Items] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | As of December 31, 2016, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows: 2017 $ - 2018 - 2019 - 2020 - 2021 - Thereafter 32,097,400 Total $ 32,097,400 |
West Mifflin Note Payable [Member] | |
Debt Instrument [Line Items] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | As of December 31, 2016, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows: 2017 $ - 2018 22,044 2019 136,007 2020 7,219,449 Total $ 7,377,500 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Convertible Debt [Table Text Block] | Balance as of January 1, 2016 $ 40,030,134 Conversion of convertible debenture to common shares (March 2, 2016) (a) (15,000,000) Conversion of convertible debenture to common shares (July 1, 2016) (a) (15,030,134) Pay-off of remaining principal balance (10,000,000) Balance as of December 31, 2016 $ - (a) Total amount converted to common shares equals $30,030,134 A rollforward of the funding from ZH USA, LLC classified as convertible debenture, due to majority stockholder as of December 31, 2015 is as follows: Balance as of January 1, 2015 $ 5,446,102 Funds advanced for Tennessee Facilities acquisition 20,900,000 Funds advanced for West Mifflin acquisition 4,545,838 Funds advanced for Plano acquisition (closed post 12.31.15; see Note 11) 9,000,000 Fund advanced to be used for future acquisitions 138,194 Total funded during the year ended December 31, 2015 34,584,032 Balance as of December 31, 2015 $ 40,030,134 |
Schedule of Related Party Transactions [Table Text Block] | Due to Due (to) from Total Due (To) Due from Advisor – Due to Advisor – Other Related From Related Advisor Mgmt. Fees Other Funds Party Parties, Net Balance as of January 1, 2016 $ 178,111 (630,000) (240,280) (155,000) (847,169) Management fees incurred (a) (1,434,294) (1,434,294) Management fees paid to Advisor (a) - 1,443,585 - - 1,443,585 Funds repaid to Advisor (b) - - 239,694 - 239,694 Funds repaid to Other Related Party (b) - - - 155,000 155,000 Funds loaned to Other Related Party (c) 1,384 1,384 Funds repaid by Advisor (c) (178,111) (178,111) Funds loaned to ZH USA, LLC (c) - - - 39,000 39,000 Balance as of December 31, 2016 $ - (620,709) (586) 40,384 (580,911) (a) Net amount repaid of $ 9,291 (b) Total amount of $ 394,694 239,694 155,000 (c) Net amount of $ 137,727 178,111 39,000 A rollforward of the due (to) from related parties balance, net as of December 31, 2015 is as follows: Due to Total Due (To) Due from Advisor – Due to Advisor – Due to Other From Related Advisor Mgmt. Fees Other Funds Related Party Parties, Net Balance as of January 1, 2015 $ 42,915 (270,000) (103,683) - (330,768) Management fees due to Advisor (c) - (360,000) - - (360,000) Funds loaned by Advisor (a) - - (136,597) - (136,597) Funds loaned to Advisor (b) 135,196 - - - 135,196 Funds loaned by Other Related Party (a) - - - (155,000) (155,000) Balance as of December 31, 2015 $ 178,111 (630,000) (240,280) (155,000) (847,169) (a) Total funds loaned to the Company of $ 291,597 (b) Funds loaned were used by the Advisor for the Asheville facility acquisition. (c) This amount represents a cash flow statement operating activity. |
2016 Equity Incentive Plan (Tab
2016 Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Long Tem Incentives Plan Units [Member] | |
Schedule of Share-based Compensation, Activity [Table Text Block] | A detail of the LTIP units granted under the 2016 Equity Incentive Plan during the year ended December 31, 2016, and the LTIPs remaining to be granted as of December 31, 2016 is as follows: LTIP units granted on December 21, 2016 56,254 LTIP units granted on July 1, 2016 358,250 Total LTIP units granted for the year ended December 31, 2016 414,504 LTIP units remaining to be granted under 2016 Equity Incentive Plan 817,893 Total LTIP units to be granted under 2016 Equity Incentive Plan 1,232,397 |
Rental Revenue (Tables)
Rental Revenue (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule of Future Lease Payments Receivables [Table Text Block] | 2017 $ 15,177,903 2018 15,395,212 2019 15,716,511 2020 16,025,456 2021 13,881,629 Thereafter 78,717,957 Total $ 154,914,668 |
Omaha Land Lease Rent Expense (
Omaha Land Lease Rent Expense (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2017 $ 59,877 2018 63,619 2019 67,362 2020 67,362 2021 67,362 Thereafter 906,224 Total $ 1,231,806 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of the deferred tax assets and liabilities as of December 31, 2016 and December 31, 2015, after applying enacted corporate income tax rates, are as follows: December 31, 2016 December 31, 2015 Deferred income tax asset: Net operating and passive activity loss carry forward $ 1,438,000 $ 460,000 Valuation allowance (1,438,000) (460,000) Net deferred tax asset $ - $ - |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Lewisburg facility [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table presents the preliminary purchase price allocation for the assets acquired as part of the Lewisburg facility acquisition: Land and site improvements $ 681,223 Building and tenant improvements 6,113,823 In place leases 373,380 Leasing commissions and legal fees 131,574 Total purchase price $ 7,300,000 |
Organization (Details)
Organization (Details) - USD ($) | Jul. 11, 2016 | Jul. 08, 2016 | Jul. 01, 2016 | Jul. 31, 2016 | Jul. 20, 2016 | Jun. 28, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Stock Issued During Period, Shares, New Issues | 15,000,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 138,969,275 | |||||||
Proceeds from Issuance Initial Public Offering | 137,288,016 | $ 0 | ||||||
Noninterest Expense Offering Cost | 1,681,259 | |||||||
Payment To Acquire Others | $ 101,600,000 | |||||||
Repayments of Related Party Debt | $ 1,950,000 | $ 0 | ||||||
IPO [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 13,043,479 | 15,000,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 130,434,790 | |||||||
Shares Issued, Price Per Share | $ 10 | $ 10 | ||||||
Payments of Stock Issuance Costs | $ 9,661,160 | $ 138,969,275 | ||||||
Proceeds from Issuance Initial Public Offering | $ 120,773,630 | $ 138,969,275 | ||||||
Over-Allotment Option [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 1,956,521 | |||||||
Stock Issued During Period, Value, New Issues | $ 19,565,210 | |||||||
Shares Issued, Price Per Share | $ 10 | |||||||
Payments of Stock Issuance Costs | $ 1,369,565 | |||||||
Proceeds from Issuance Initial Public Offering | 18,195,645 | |||||||
Noninterest Expense Offering Cost | $ 1,681,259 | |||||||
Wyomissing Facilities [Member] | ||||||||
Payments to Acquire Property, Plant, and Equipment | $ 9,380,000 | |||||||
Global Medical REIT GP LLC [Member] | ||||||||
Operating Partnership | 97.70% | |||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 2.30% | |||||||
ZH USA, LLC [Member] | ||||||||
Debt Instrument, Periodic Payment, Principal | $ 10,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||
Repayments of Related Party Debt | $ 1,500,000 | |||||||
Omaha Note Payable [Member] | ||||||||
Payment Of Early Termination Fee | $ 300,000 | |||||||
Repayments of Notes Payable | $ 14,900,000 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Cash and Cash Equivalents | $ 941,344 | $ 447,627 |
Increase in Restricted Cash | 493,717 | |
Tenant Receivables | 212,435 | 0 |
Escrow Deposit | 1,212,177 | 454,310 |
Increase (Decrease) in Escrow Deposits | 757,867 | |
Escrow Deposit Disbursements Related to Property Acquisition | 104,310 | 439,433 |
Deferred Costs and Other Assets | 704,537 | 93,646 |
Deferred Rent Receivables, Net | 23,295 | |
Deferred Offering Costs | 1,681,259 | |
Cash Acquired And Held As Reserve For Debt Service | 383,265 | |
Restricted Cash Held To Pay Specific Tenant Expenses | 238,579 | |
Security Deposit Liability | 719,592 | 0 |
Receivables Earned But Not Paid Relating To Tenant Rent | 28,599 | |
Receivables To Be Collected To Pay Specific Tenant Expenses | 161,513 | |
Payments Made For Deferred Offering Costs | 1,610,908 | |
Security Deposit Held To Pay Specific Tenant Expenses | 400,092 | |
Other Receivables | $ 22,323 | |
Debt Conversion, Original Debt, Amount | $ 40,030,134 | |
Debt Conversion, Converted Instrument, Shares Issued | 3,140,111 | |
Debt Instrument, Convertible, Conversion Price | $ 12.748 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 76,000 | |
Reclassification Of Deferred Public Offering Cost To Additional Paid In capital Non cash Or Partial Non cash Transaction | $ 1,681,259 | $ 0 |
Long Term Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 137,300 | |
Accounts Payable and Accrued Liabilities [Member] | ||
Deferred Offering Costs | $ 70,351 | |
Building and Building Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment, Useful Life | 40 years | |
Building and Building Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment, Useful Life | 4 years | |
Cantor Loan [Member] | ||
Increase (Decrease) in Escrow Deposits | $ 862,177 | |
Plano Lease [Member] | ||
Restricted Cash and Cash Equivalents | 319,500 | |
Security Deposit Liability | $ 319,500 |
Schedule of Recognized Identifi
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) | Dec. 31, 2016USD ($) |
HealthSouth Facilities [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 74,096 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Assets | 1,088,813 |
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Below Market Lease Intangibles | (59,153) |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | 68,093,000 |
HealthSouth Facilities [Member] | Land And Site Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 5,614,486 |
HealthSouth Facilities [Member] | Building And Tenant Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 56,220,509 |
HealthSouth Facilities [Member] | In Place Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 5,154,249 |
Ellijay Facilities [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Assets | 197,576 |
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Below Market Lease Intangibles | (220,201) |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | 4,900,000 |
Ellijay Facilities [Member] | Land And Site Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 913,509 |
Ellijay Facilities [Member] | Building And Tenant Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 3,336,809 |
Ellijay Facilities [Member] | In Place Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 672,307 |
Property Portfolio (Gross Inves
Property Portfolio (Gross Investment) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | $ 56,138,123 | $ 24,373,762 |
Acquisitions | 150,459,250 | 31,764,361 |
Ending Balance | 206,597,373 | 56,138,123 |
Tennessee facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 20,155,690 | |
HealthSouth Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 68,093,000 | |
Ellijay Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 4,900,000 | |
Carson City Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 4,028,350 | |
Sandusky Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 4,747,405 | |
Watertown Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 9,102,171 | |
East Orange Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 12,262,200 | |
Reading Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 9,379,985 | |
Melbourne Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 15,450,000 | |
Westland Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 4,750,000 | |
West Mifflin Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 11,608,671 | |
Plano Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 17,746,139 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | 4,563,852 | 572,400 |
Acquisitions | 13,221,149 | 3,991,452 |
Ending Balance | 17,785,001 | 4,563,852 |
Land [Member] | Tennessee facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 2,704,452 | |
Land [Member] | HealthSouth Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 4,285,439 | |
Land [Member] | Ellijay Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 777,283 | |
Land [Member] | Carson City Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 760,000 | |
Land [Member] | Sandusky Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 228,427 | |
Land [Member] | Watertown Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 1,100,000 | |
Land [Member] | East Orange Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 2,150,000 | |
Land [Member] | Reading Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 1,440,000 | |
Land [Member] | Melbourne Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 1,200,000 | |
Land [Member] | Westland Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 230,000 | |
Land [Member] | West Mifflin Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 1,287,000 | |
Land [Member] | Plano Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 1,050,000 | |
Land, Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | 51,574,271 | 23,801,362 |
Acquisitions | 127,679,127 | 27,772,909 |
Ending Balance | 179,253,398 | 51,574,271 |
Land, Buildings and Improvements [Member] | Tennessee facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 17,451,238 | |
Land, Buildings and Improvements [Member] | HealthSouth Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 55,442,121 | |
Land, Buildings and Improvements [Member] | Ellijay Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 2,929,183 | |
Land, Buildings and Improvements [Member] | Carson City Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 3,268,350 | |
Land, Buildings and Improvements [Member] | Sandusky Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 4,518,978 | |
Land, Buildings and Improvements [Member] | Watertown Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 8,002,171 | |
Land, Buildings and Improvements [Member] | East Orange Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 10,112,200 | |
Land, Buildings and Improvements [Member] | Reading Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 7,939,985 | |
Land, Buildings and Improvements [Member] | Melbourne Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 14,250,000 | |
Land, Buildings and Improvements [Member] | Westland Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 4,520,000 | |
Land, Buildings and Improvements [Member] | West Mifflin Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 10,321,671 | |
Land, Buildings and Improvements [Member] | Plano Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 16,696,139 | |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | 0 | 0 |
Acquisitions | 9,558,974 | 0 |
Ending Balance | 9,558,974 | 0 |
Building and Building Improvements [Member] | Tennessee facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 0 | |
Building and Building Improvements [Member] | HealthSouth Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 8,365,440 | |
Building and Building Improvements [Member] | Ellijay Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 1,193,534 | |
Building and Building Improvements [Member] | Carson City Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 0 | |
Building and Building Improvements [Member] | Sandusky Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 0 | |
Building and Building Improvements [Member] | Watertown Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 0 | |
Building and Building Improvements [Member] | East Orange Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 0 | |
Building and Building Improvements [Member] | Reading Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 0 | |
Building and Building Improvements [Member] | Melbourne Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 0 | |
Building and Building Improvements [Member] | Westland Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 0 | |
Building and Building Improvements [Member] | West Mifflin Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | $ 0 | |
Building and Building Improvements [Member] | Plano Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | $ 0 |
Property Portfolio (Schedule of
Property Portfolio (Schedule of pro forma consolidated revenue, net loss, and earnings per share) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | $ 14,097,839 | $ 8,456,721 |
Net loss | $ (4,405,827) | $ (776,656) |
Loss per share | $ (0.47) | $ (3.11) |
Weighted average shares outstanding | 9,302,244 | 250,000 |
Property Portfolio (summary of
Property Portfolio (summary of the carrying amount of intangible assets and liabilities) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Cost | $ 7,187,041 | |
Accumulated Amortization | (42,765) | |
Net | 7,144,276 | $ 0 |
Liabilities | ||
Cost | 279,354 | |
Accumulated Amortization | (1,437) | |
Net | 277,917 | $ 0 |
In-place leases [Member] | ||
Assets | ||
Cost | 5,826,556 | |
Accumulated Amortization | (34,789) | |
Net | 5,791,767 | |
Above Market Leases [Member] | ||
Assets | ||
Cost | 74,096 | |
Accumulated Amortization | (443) | |
Net | 73,653 | |
Lease Costs [Member] | ||
Assets | ||
Cost | 1,286,389 | |
Accumulated Amortization | (7,533) | |
Net | $ 1,278,856 |
Property Portfolio (summary o34
Property Portfolio (summary of the acquired lease intangible amortization) (Details) | Dec. 31, 2016USD ($) |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 42,765 |
Leases, Acquired-in-Place [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Assets, Accumulated Amortization | 34,789 |
Lease Costs [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Assets, Accumulated Amortization | 7,533 |
Above Market Leases [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Assets, Accumulated Amortization | 443 |
Below Market Lease [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 1,437 |
Property Portfolio (net amortiz
Property Portfolio (net amortization of the acquired lease intangible) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Net Increase in Revenue | ||
2,017 | $ 23,090 | |
2,018 | 23,090 | |
2,019 | 23,090 | |
2,020 | 23,090 | |
2,021 | 20,246 | |
Thereafter | 91,658 | |
Total | 277,917 | $ 0 |
Net Increase in Expenses | ||
2,017 | 1,281,463 | |
2,018 | 1,281,463 | |
2,019 | 1,281,463 | |
2,020 | 1,281,463 | |
2,021 | 666,850 | |
Thereafter | 1,277,921 | |
Total | $ 7,144,276 | $ 0 |
Property Portfolio (Details)
Property Portfolio (Details) | Jun. 05, 2014USD ($) | Dec. 30, 2016USD ($) | Dec. 20, 2016USD ($) | Dec. 16, 2016USD ($)ft² | Oct. 07, 2016USD ($)ft² | Sep. 29, 2016USD ($)ft² | Sep. 27, 2016 | Jul. 20, 2016USD ($)ft² | Mar. 31, 2016USD ($)aft² | Jan. 28, 2016USD ($)a | Dec. 31, 2015USD ($)ft² | Sep. 25, 2015USD ($)ft² | Sep. 19, 2014USD ($)ft² | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)ft² | Jun. 30, 2017USD ($) | Mar. 10, 2017USD ($) | Oct. 31, 2016USD ($)ft² | Sep. 30, 2016USD ($)ft² | |
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Deferred Finance Costs, Net | $ 0 | $ 927,085 | $ 0 | |||||||||||||||||
Write-off of financing costs | 331,368 | 126,535 | ||||||||||||||||||
Proceeds from note payable to majority stockholder | [1] | 39,000 | ||||||||||||||||||
Escrow Deposit | 454,310 | 1,212,177 | 454,310 | |||||||||||||||||
Depreciation, Total | 2,334,664 | 659,671 | ||||||||||||||||||
Operating Leases, Income Statement, Lease Revenue, Total | 8,079,555 | 2,049,196 | ||||||||||||||||||
Property, Plant and Equipment, Additions | $ 150,459,250 | 31,764,361 | ||||||||||||||||||
Lease Intangibles Asset [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 5 years 6 months | |||||||||||||||||||
Lease Intangibles Liability [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years 7 months 6 days | |||||||||||||||||||
Land [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Property, Plant and Equipment, Additions | $ 13,221,149 | 3,991,452 | ||||||||||||||||||
Great Bend Facility [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 24,500,000 | |||||||||||||||||||
GB Lease [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 15 years | |||||||||||||||||||
Operating Leases, Income Statement, Lease Revenue, Total | $ 2,143,750 | |||||||||||||||||||
Operating Leases of Lessor, Contingent Rentals, Description of Variable Rate Basis | 2% | |||||||||||||||||||
GB Lease [Member] | Maximum [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Operating Leases of Lessee Base Rate Percentage of Increase | 10.00% | |||||||||||||||||||
Sandusky Facilities [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 4,600,000 | $ 10,000,000 | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, After Transaction Costs | $ 4,700,000 | |||||||||||||||||||
Net Rentable Area | ft² | 24,184 | |||||||||||||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 11 years | |||||||||||||||||||
Payments to Acquire Property, Plant, and Equipment | $ 1,100,000 | |||||||||||||||||||
Lease Expiration period | 2,027 | |||||||||||||||||||
Property, Plant and Equipment, Additions | 4,747,405 | |||||||||||||||||||
Sandusky Facilities [Member] | Land [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Property, Plant and Equipment, Additions | 228,427 | |||||||||||||||||||
Sandusky Facilities [Member] | Scenario, Forecast [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 1,100,000 | |||||||||||||||||||
Sandusky Facilities [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 4,300,000 | |||||||||||||||||||
HealthSouth Rehabilitation Hospital of Altoona - Altoona, PA [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 21,545,000 | |||||||||||||||||||
Lessor Leasing Arrangements, Operating Leases, Renewal Term | 5 years | |||||||||||||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 4 years 6 months | |||||||||||||||||||
Operating Leases, Income Statement, Lease Revenue, Total | $ 1,635,773 | |||||||||||||||||||
HealthSouth Rehabilitation Hospital of Altoona - Altoona, PA [Member] | Maximum [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Operating Leases of Lessee Base Rate Percentage of Increase | 4.00% | |||||||||||||||||||
HealthSouth Rehabilitation Hospital of Altoona - Altoona, PA [Member] | Minimum [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Operating Leases of Lessee Base Rate Percentage of Increase | 2.00% | |||||||||||||||||||
HealthSouth East Valley Rehabilitation Hospital - Mesa, AZ [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 22,350,000 | |||||||||||||||||||
Operating Leases of Lessee Base Rate Percentage of Increase | 3.00% | |||||||||||||||||||
Lessor Leasing Arrangements, Operating Leases, Renewal Term | 5 years | |||||||||||||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 8 years | |||||||||||||||||||
Operating Leases, Income Statement, Lease Revenue, Total | $ 1,710,617 | |||||||||||||||||||
HealthSouth Rehabilitation Hospital of Mechanicsburg - Mechanicsburg, PA [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 24,198,000 | |||||||||||||||||||
Lessor Leasing Arrangements, Operating Leases, Renewal Term | 5 years | |||||||||||||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 4 years 6 months | |||||||||||||||||||
Operating Leases, Income Statement, Lease Revenue, Total | $ 1,836,886 | |||||||||||||||||||
HealthSouth Rehabilitation Hospital of Mechanicsburg - Mechanicsburg, PA [Member] | Maximum [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Operating Leases of Lessee Base Rate Percentage of Increase | 4.00% | |||||||||||||||||||
HealthSouth Rehabilitation Hospital of Mechanicsburg - Mechanicsburg, PA [Member] | Minimum [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Operating Leases of Lessee Base Rate Percentage of Increase | 2.00% | |||||||||||||||||||
Ellijay Facilities [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | ft² | 44,162 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 4,900,000 | |||||||||||||||||||
Lease Expiration period | 2,026 | |||||||||||||||||||
Property, Plant and Equipment, Additions | 4,900,000 | |||||||||||||||||||
Ellijay Facilities [Member] | Land [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Property, Plant and Equipment, Additions | 777,283 | |||||||||||||||||||
Carson City Facilities [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | ft² | 20,632 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 3,800,000 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, After Transaction Costs | $ 4,000,000 | |||||||||||||||||||
Lease Expiration period | 2,023 | |||||||||||||||||||
Property, Plant and Equipment, Additions | 4,028,350 | |||||||||||||||||||
Carson City Facilities [Member] | Land [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Property, Plant and Equipment, Additions | 760,000 | |||||||||||||||||||
Reading Facilities [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 9,200,000 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, After Transaction Costs | $ 9,380,000 | |||||||||||||||||||
Lease Expiration period | 2,026 | |||||||||||||||||||
Property, Plant and Equipment, Additions | 9,379,985 | |||||||||||||||||||
Reading Facilities [Member] | Eye Center [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | ft² | 17,000 | |||||||||||||||||||
Reading Facilities [Member] | Surgery Center [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | ft² | 6,500 | |||||||||||||||||||
Reading Facilities [Member] | Land [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Property, Plant and Equipment, Additions | 1,440,000 | |||||||||||||||||||
Watertown Facilities [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | ft² | 30,062 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 9,000,000 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, After Transaction Costs | $ 9,100,000 | |||||||||||||||||||
Property, Plant and Equipment, Additions | 9,102,171 | |||||||||||||||||||
Watertown Facilities [Member] | Land [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Property, Plant and Equipment, Additions | 1,100,000 | |||||||||||||||||||
Watertown Facilities [Member] | Office Building [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | ft² | 3,136 | |||||||||||||||||||
Watertown Facilities [Member] | Other Facility [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | ft² | 13,686 | |||||||||||||||||||
East Orange Facility [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | ft² | 60,442 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 11,860,000 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, After Transaction Costs | $ 12,300,000 | |||||||||||||||||||
Lease Expiration period | 2,026 | |||||||||||||||||||
Plano Facility [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 17,500,000 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, After Transaction Costs | 17,700,000 | |||||||||||||||||||
Payment of Development fee | 500,000 | |||||||||||||||||||
Allowance for Tenant Improvements | $ 2,750,000 | |||||||||||||||||||
Real Estate Property Development Area | a | 6,400 | |||||||||||||||||||
Lease Expiration period | 2,036 | |||||||||||||||||||
Plano Facility [Member] | Promissory Note and Deed of Trust [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 9,223,500 | |||||||||||||||||||
Deferred Finance Costs, Net | $ 53,280 | |||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2021 | |||||||||||||||||||
Debt Instrument Non Refundable Deposits | $ 50,000 | |||||||||||||||||||
Debt Instrument, Fee Amount | $ 46,118 | |||||||||||||||||||
Interest Expense, Debt | 64,551 | |||||||||||||||||||
Long-term Debt, Total | 9,223,500 | |||||||||||||||||||
Write-off of financing costs | 53,280 | |||||||||||||||||||
Debt Instrument, Description of Variable Rate Basis | plus 0.50%, but not less than 4.0% | |||||||||||||||||||
Plano Facility [Member] | Unsecured Convertible Debentures [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Long-term Debt, Total | 9,025,000 | 9,025,000 | ||||||||||||||||||
Proceeds from note payable to majority stockholder | $ 9,369,310 | |||||||||||||||||||
Escrow Deposit | 344,310 | 344,310 | ||||||||||||||||||
Convertible Debentures to Majority Stockholder | $ 9,369,310 | $ 9,369,310 | ||||||||||||||||||
Debt Instrument Convertible, Base for Conversion | $ / shares | $ 12.748 | |||||||||||||||||||
Melbourne Facility [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | ft² | 78,000 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 15,450,000 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, After Transaction Costs | $ 15,500,000 | |||||||||||||||||||
Area of Land | a | 1.9 | |||||||||||||||||||
Lease Expiration period | 2,026 | |||||||||||||||||||
Westland Facility [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 4,750,000 | |||||||||||||||||||
Area of Land | a | 1.3 | |||||||||||||||||||
Net Rentable Area | ft² | 15,018 | |||||||||||||||||||
Lease Expiration period | 2,026 | |||||||||||||||||||
Westland Facility [Member] | Land [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Property, Plant and Equipment, Additions | $ 4,520,000 | |||||||||||||||||||
Westland Facility [Member] | Land and Land Improvements [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Property, Plant and Equipment, Additions | $ 230,000 | |||||||||||||||||||
Tennessee facilities [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | ft² | 52,266 | 52,266 | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 20,000,000 | $ 20,000,000 | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, After Transaction Costs | 20,200,000 | 20,200,000 | ||||||||||||||||||
Convertible Debentures to Majority Stockholder | $ 20,900,000 | $ 20,900,000 | ||||||||||||||||||
Operating Leases of Lessee Base Rate Percentage of Increase | 1.75% | |||||||||||||||||||
Lease Expiration period | 2,027 | |||||||||||||||||||
West Mifflin Facility [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | ft² | 27,193 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 11,350,000 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, After Transaction Costs | 11,600,000 | |||||||||||||||||||
Long-term Debt, Total | 7,377,500 | |||||||||||||||||||
Convertible Debentures to Majority Stockholder | $ 4,545,838 | |||||||||||||||||||
Operating Leases of Lessee Base Rate Percentage of Increase | 2.00% | |||||||||||||||||||
Lease Expiration period | 2,030 | |||||||||||||||||||
Asheville facility [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | ft² | 8,840 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 2,500,000 | |||||||||||||||||||
Long-term Debt, Total | $ 1,700,000 | |||||||||||||||||||
Lease Expiration period | 2,017 | |||||||||||||||||||
Omaha facility [Member] | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 21,700,000 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, After Transaction Costs | 21,900,000 | |||||||||||||||||||
Long-term Debt, Total | $ 15,060,000 | |||||||||||||||||||
Lessor Leasing Arrangements, Operating Leases, Renewal Term | 60 years | 60 years | ||||||||||||||||||
Lease Expiration period | 2,023 | 2,033 | ||||||||||||||||||
[1] | Net amount of $137,727 consists of loan repaid by Advisor in the amount of $178,111, net of $39,000 that the Company loaned to a related party for its general use, and $1,384 in additional funds loaned to related party. This is a cash flow investing activity. |
Schedule of Total Proceeds Rece
Schedule of Total Proceeds Received from Notes Payable Related to Acquisitions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Total Proceeds Received from Notes Payable Related to Acquisitions | $ 1,950,000 | $ 382,805 |
Acquisition [Member] | ||
Debt Instrument [Line Items] | ||
Total Proceeds Received from Notes Payable Related to Acquisitions | 41,320,900 | 7,377,500 |
Plano Facility Financing [Member] | Acquisition [Member] | ||
Debt Instrument [Line Items] | ||
Total Proceeds Received from Notes Payable Related to Acquisitions | 9,223,500 | 0 |
West Mifflin Facility Financing [Member] | Acquisition [Member] | ||
Debt Instrument [Line Items] | ||
Total Proceeds Received from Notes Payable Related to Acquisitions | 0 | 7,377,500 |
Cantor Loan [Member] | Acquisition [Member] | ||
Debt Instrument [Line Items] | ||
Total Proceeds Received from Notes Payable Related to Acquisitions | $ 32,097,400 | $ 0 |
Schedule of net of unamortized
Schedule of net of unamortized discount balances (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Notes payable related to acquisitions, gross | $ 39,474,900 | $ 23,788,065 | |
Less: Unamortized debt discount | (1,061,602) | (302,892) | $ (291,691) |
Notes payable related to acquisitions, net | $ 38,413,298 | $ 23,485,173 |
Schedule of unamortized debt di
Schedule of unamortized debt discount (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | |||
Debt Instrument [Line Items] | ||||
Balance, net | $ 302,892 | $ 291,691 | ||
Write-off of Plano financing costs | [1],[2] | (53,280) | ||
Debt discount amortization expense | (278,088) | [2] | (126,535) | |
Balance, net | 1,061,602 | 302,892 | ||
Plano and Cantor Financings [Member] | ||||
Debt Instrument [Line Items] | ||||
Additions | $ 1,090,078 | |||
West Mifflin Financing [Member] | ||||
Debt Instrument [Line Items] | ||||
Additions | $ 137,736 | |||
[1] | As disclosed in Note 3 – “Property Portfolio,” the Plano loan was refinanced with proceeds from the Cantor Loan and accordingly the Plano related deferred financing costs were written off during the year ended December 31, 2016 into the “Interest Expense” line item in the accompanying Consolidated Statements of Operations. | |||
[2] | Sum equals amortization expense incurred on the debt discount for the year ended December 31, 2016 of $331,368. |
Schedule of Deferred Financing
Schedule of Deferred Financing Cost Balance (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | |||
Balance as of January 1, 2016, net | $ 0 | ||
Debt discount amortization expense | (278,088) | [1] | $ (126,535) |
Balance as of December 31, 2015, net | 927,085 | 0 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Balance as of January 1, 2016, net | 0 | ||
Additions - revolving credit facility | 946,161 | ||
Debt discount amortization expense | (19,076) | ||
Balance as of December 31, 2015, net | $ 927,085 | $ 0 | |
[1] | Sum equals amortization expense incurred on the debt discount for the year ended December 31, 2016 of $331,368. |
Scheduled Principal Payments Du
Scheduled Principal Payments Due On Cantor Loan Note Payable (Details) - Cantor Loan [Member] - USD ($) | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
2,017 | $ 0 | ||
2,018 | 0 | ||
2,019 | 0 | ||
2,020 | 0 | ||
2,021 | 0 | ||
Thereafter | 32,097,400 | ||
Total | $ 32,097,400 | $ 32,097,400 | $ 32,097,400 |
Scheduled Principal Payments 42
Scheduled Principal Payments Due On West Mifflin Note Payable (Details) - West Mifflin Note Payable [Member] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 25, 2015 |
Debt Instrument [Line Items] | |||
2,017 | $ 0 | ||
2,018 | 22,044 | ||
2,019 | 136,007 | ||
2,020 | 7,219,449 | ||
Total | $ 7,377,500 | $ 7,377,500 | $ 7,377,500 |
Notes Payable Related to Acqu43
Notes Payable Related to Acquisitions and Revolving Credit Facility (Details) - USD ($) | Dec. 02, 2016 | Jun. 05, 2014 | Mar. 31, 2016 | Sep. 25, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 15, 2014 |
Debt Instrument [Line Items] | |||||||
Amortization of Financing Costs | $ 331,368 | $ 126,535 | |||||
Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of Financing Costs | 19,076 | ||||||
Interest Expense, Debt | 46,297 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000,000 | 200,000,000 | |||||
Line Of Credit Facility Additional Capacity | $ 125,000,000 | ||||||
Line of Credit Facility, Interest Rate Description | (i) adjusted LIBOR plus 2.00% to 3.00% or (ii) a base rate plus 1.00% to 2.00%, in each case, depending upon the Companys consolidated leverage ratio. | ||||||
Line of Credit Facility, Commitment Fee Description | (x) 0.20% if the average daily unused commitments are less than 50% of the commitments then in effect and (y) 0.30% if the average daily unused commitments are greater than or equal to 50% of the commitments then in effect and determined based on the average daily unused commitments during such previous quarter. | ||||||
Line of Credit Facility, Covenant Compliance | The Operating Partnership is subject to ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales. The Operating Partnership must also maintain (i) a maximum consolidated leverage ratio, commencing with the fiscal quarter ending December 31, 2016 and as of the end of each fiscal quarter thereafter, of less than (y) 0.65:1.00 for each fiscal quarter ending prior to October 1, 2019 and (z) thereafter, 0.60:1.00, (ii) a minimum fixed charge coverage ratio of 1.50:1.00, (iii) a minimum net worth of $119,781,219 plus 75% of all net proceeds raised through subsequent equity offerings and (iv) a ratio of total secured recourse debt to total asset value of not greater than 0.10:1.00. | ||||||
Proceeds from Lines of Credit | 27,700,000 | ||||||
Cantor Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of Long-term Debt, Total | $ 9,223,500 | ||||||
Long-term Debt, Total | $ 32,097,400 | $ 32,097,400 | 32,097,400 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.22% | ||||||
Debt Instrument, Description | Prepayment can only occur within four months prior to the maturity date, except that after the earlier of (a) 2 years after the loan is placed in a securitized mortgage pool, or (b) May 6, 2020, the Cantor Loan can be fully and partially defeased upon payment of amounts due under the Cantor Loan and payment of a defeasance amount that is sufficient to purchase U.S. government securities equal to the scheduled payments of principal, interest, fees, and any other amounts due related to a full or partial defeasance under the Cantor Loan. | ||||||
Debt Instrument, Maturity Date | Apr. 6, 2026 | ||||||
Debt Instrument, Covenant Description | maintain a monthly debt service coverage ratio of 1.35:1.00 for all of the collateral properties in the aggregate. | ||||||
Interest Expense, Debt | $ 1,279,884 | ||||||
West Mifflin Note Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Total | $ 7,377,500 | $ 7,377,500 | 7,377,500 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.72% | ||||||
Debt Instrument, Maturity Date | Sep. 25, 2020 | ||||||
Debt Instrument, Covenant Description | The note requires a quarterly fixed charge coverage ratio of at least 1:1, a quarterly minimum debt yield of 0.09:1.00, and annualized Operator EBITDAR measured on a quarterly basis of not less than $6,000,000. | ||||||
Interest Expense, Debt | $ 279,017 | 51,078 | |||||
Asheville Note Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Total | 0 | 1,662,101 | $ 1,700,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | ||||||
Interest Expense, Debt | 76,318 | 81,160 | |||||
Debt Instrument, Periodic Payment, Principal | 1,662,101 | 37,899 | |||||
Omaha Note Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Total | $ 15,060,000 | 0 | 14,748,464 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.91% | ||||||
Debt Instrument, Maturity Date | Jun. 5, 2017 | ||||||
Interest Expense, Debt | 487,714 | 679,987 | |||||
Debt Instrument, Periodic Payment, Principal | 14,748,464 | $ 311,536 | |||||
Debt Instrument, early termination fee amount | $ 301,200 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Jan. 10, 2017 | Dec. 14, 2016 | Sep. 14, 2016 | Jul. 11, 2016 | Jul. 01, 2016 | Mar. 02, 2016 | Jul. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 28, 2016 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||
Common Stock, Shares, Outstanding | 17,605,675 | 250,000 | ||||||||
Debt Conversion, Original Debt, Amount | $ 40,030,134 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,140,111 | |||||||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.0852 | |||||||||
Dividends, Common Stock, Total | $ 285,703 | $ 255,600 | ||||||||
Stock Issued During Period, Shares, New Issues | 15,000,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 138,969,275 | |||||||||
Proceeds from Issuance Initial Public Offering | $ 137,288,016 | 0 | ||||||||
Beneficial Ownership Description | The Companys charter provides that, subject to certain exceptions, no person may beneficially or constructively own more than 9.8%, in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of the Companys capital stock. On June 27, 2016, the Board approved a waiver of the 9.8% ownership limit in our charter allowing ZH USA, LLC to own up to 16.9% of the Companys outstanding shares of common stock. | |||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.20 | $ 0.20 | ||||||||
Dividends Payable | $ 3,592,786 | $ 3,604,037 | 0 | |||||||
Payments of Dividends, Total | $ 3,878,489 | $ 255,600 | ||||||||
Subsequent Event [Member] | ||||||||||
Payments of Dividends, Total | $ 3,604,037 | |||||||||
IPO [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 13,043,479 | 15,000,000 | ||||||||
Stock Issued During Period, Value, New Issues | $ 130,434,790 | |||||||||
Shares Issued, Price Per Share | $ 10 | $ 10 | ||||||||
Proceeds from Issuance Initial Public Offering | $ 120,773,630 | $ 138,969,275 | ||||||||
Payments of Stock Issuance Costs | 9,661,160 | $ 138,969,275 | ||||||||
Over-Allotment Option [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 1,956,521 | |||||||||
Stock Issued During Period, Value, New Issues | $ 19,565,210 | |||||||||
Shares Issued, Price Per Share | $ 10 | |||||||||
Proceeds from Issuance Initial Public Offering | $ 18,195,645 | |||||||||
Payments of Stock Issuance Costs | $ 1,369,565 | |||||||||
ZH USA, LLC [Member] | ||||||||||
Debt Conversion, Original Debt, Amount | $ 15,030,134 | $ 15,000,000 | $ 15,030,134 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,179,019 | 1,176,656 | 1,179,019 | |||||||
Debt Instrument Convertible, Base for Conversion | $ 12.748 | $ 12.748 | $ 12.748 |
Convertible Debenture, due to M
Convertible Debenture, due to Majority Stockholder (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Related Party Transaction [Line Items] | |||
Balance as of January 1, 2016 | $ 40,030,134 | $ 5,446,102 | |
Proceeds From Convertible Debt | 0 | 34,584,032 | |
Balance as of December 31, 2016 | 0 | 40,030,134 | |
Two Thousand Sixteen March Two [Member] | |||
Related Party Transaction [Line Items] | |||
Conversion of convertible debenture to common shares | [1] | (15,000,000) | |
Two Thousand Sixteen July One [Member] | |||
Related Party Transaction [Line Items] | |||
Conversion of convertible debenture to common shares | [1] | (15,030,134) | |
Tennessee Facilities Acquisition [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds From Convertible Debt | 20,900,000 | ||
West Mifflin Acquisition [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds From Convertible Debt | 4,545,838 | ||
Plano Acquisition [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds From Convertible Debt | 9,000,000 | ||
Future Acquisitions [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds From Convertible Debt | $ 138,194 | ||
ZH USA, LLC [Member] | Pay off Letter And Conversion Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds From Convertible Debt | $ (10,000,000) | ||
[1] | Total amount converted to common shares equals $30,030,134 |
Due to Related Parties, Net (De
Due to Related Parties, Net (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | ||||
Related Party Transaction [Line Items] | |||||
Balance, Beginning | $ 847,169 | [1] | $ (330,768) | ||
Management fees incurred | 1,434,294 | 360,000 | |||
Management fees paid to Advisor | 1,443,585 | (360,000) | [2] | ||
Funds repaid to Advisor | [3] | 239,694 | |||
Funds repaid to Other Related Party | 1,950,000 | 0 | |||
Funds loaned to Other Related Party | 1,384 | [4] | 135,196 | [5] | |
Funds repaid by Advisor | [4] | (178,111) | |||
Funds loaned by Advisor | [6] | (136,597) | |||
Funds loaned to ZH USA, LLC | [4] | 39,000 | |||
Loan repayments from (made to) related parties | 137,727 | (135,196) | |||
Balance, Ending | 580,911 | 847,169 | [1] | ||
Due From Advisor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Balance, Beginning | 178,111 | [1] | 42,915 | ||
Management fees paid to Advisor | 0 | 0 | [2] | ||
Funds repaid to Advisor | [3] | 0 | |||
Funds repaid to Other Related Party | [3] | 0 | |||
Funds loaned to Other Related Party | [5] | 135,196 | |||
Funds repaid by Advisor | [4] | (178,111) | |||
Funds loaned by Advisor | [6] | 0 | |||
Funds loaned to ZH USA, LLC | [4] | 0 | |||
Loan repayments from (made to) related parties | [6] | 0 | |||
Balance, Ending | 0 | 178,111 | [1] | ||
Due To Advisor Mgmt Fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Balance, Beginning | (630,000) | [1] | (270,000) | ||
Management fees incurred | [1] | (1,434,294) | |||
Management fees paid to Advisor | 1,443,585 | (360,000) | [2] | ||
Funds repaid to Advisor | [3] | 0 | |||
Funds repaid to Other Related Party | [3] | 0 | |||
Funds loaned to Other Related Party | [5] | 0 | |||
Funds loaned by Advisor | [6] | 0 | |||
Funds loaned to ZH USA, LLC | [4] | 0 | |||
Loan repayments from (made to) related parties | [6] | 0 | |||
Balance, Ending | (620,709) | (630,000) | [1] | ||
Due To Advisor Other Funds [Member] | |||||
Related Party Transaction [Line Items] | |||||
Balance, Beginning | (240,280) | [1] | (103,683) | ||
Management fees paid to Advisor | 0 | 0 | [2] | ||
Funds repaid to Advisor | [3] | 239,694 | |||
Funds repaid to Other Related Party | [3] | 0 | |||
Funds loaned to Other Related Party | [5] | 0 | |||
Funds loaned by Advisor | [6] | (136,597) | |||
Funds loaned to ZH USA, LLC | [4] | 0 | |||
Loan repayments from (made to) related parties | [6] | 0 | |||
Balance, Ending | (586) | (240,280) | [1] | ||
Due to from Other Related party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Balance, Beginning | (155,000) | [1] | 0 | ||
Management fees paid to Advisor | 0 | 0 | [2] | ||
Funds repaid to Advisor | [3] | 0 | |||
Funds repaid to Other Related Party | [3] | 155,000 | |||
Funds loaned to Other Related Party | 1,384 | [4] | 0 | [5] | |
Funds loaned by Advisor | [6] | 0 | |||
Funds loaned to ZH USA, LLC | [4] | 39,000 | |||
Loan repayments from (made to) related parties | [6] | (155,000) | |||
Balance, Ending | $ 40,384 | $ (155,000) | [1] | ||
[1] | Net amount repaid of $9,291 consists of $1,434,294 in management fee expense incurred, net of $1,443,585 of accrued management fees that were repaid to the Advisor. This is a cash flow operating activity. | ||||
[2] | This amount represents a cash flow statement operating activity. | ||||
[3] | Total amount of $394,694 consists of $239,694 repaid by the Company to the Advisor and $155,000 repaid by the Company to another related party. This is a cash flow financing activity. | ||||
[4] | Net amount of $137,727 consists of loan repaid by Advisor in the amount of $178,111, net of $39,000 that the Company loaned to a related party for its general use, and $1,384 in additional funds loaned to related party. This is a cash flow investing activity. | ||||
[5] | Funds loaned were used by the Advisor for the Asheville facility acquisition. | ||||
[6] | Total funds loaned to the Company of $291,597 were primarily used by the Company for general corporate purposes. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 08, 2016 | Jul. 01, 2016 | Mar. 02, 2016 | Nov. 10, 2014 | Jul. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Related Party Transaction [Line Items] | |||||||||||
Debt Conversion, Original Debt, Amount | $ 40,030,134 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,140,111 | ||||||||||
Management Fee Expense | $ 1,434,294 | $ 360,000 | |||||||||
Due to Related Parties | 580,911 | 847,169 | [1] | $ (330,768) | |||||||
Payment for Management Fee | 1,443,585 | 0 | |||||||||
Business Combination, Acquisition Related Costs | 1,568,470 | 0 | |||||||||
Proceeds from Notes Payable | 1,950,000 | 382,805 | |||||||||
Notes Payable, Related Parties | 421,000 | 421,000 | |||||||||
Related Party Transaction, Expenses from Transactions with Related Party | 1,443,585 | (360,000) | [2] | ||||||||
Proceeds from (Repayments of) Related Party Debt | (394,694) | 291,597 | |||||||||
Payments to Fund Long-term Loans to Related Parties | 1,384 | [3] | 135,196 | [4] | |||||||
Pay off Letter And Conversion Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument, Periodic Payment, Interest | $ 1,716,811 | ||||||||||
Inter-American Management, LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Property Management Fee, Percent Fee | 2.00% | ||||||||||
Management Fee Payable | $ 30,000 | ||||||||||
Business Combination, Acquisition Related Costs | 754,000 | 627,000 | |||||||||
ZH International Holdings Limited [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Equity Method Investment, Ownership Percentage | 85.00% | ||||||||||
Due to from Other Related party [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to Related Parties | 620,709 | 630,000 | |||||||||
Advisor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from (Repayments of) Related Party Debt | 239,694 | ||||||||||
Payments to Fund Long-term Loans to Related Parties | 178,111 | ||||||||||
Other Related Party [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from (Repayments of) Related Party Debt | 155,000 | ||||||||||
Payments to Fund Long-term Loans to Related Parties | 39,000 | ||||||||||
Convertible Debt [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Interest and Debt Expense, Total | $ 1,242,899 | $ 581,342 | |||||||||
Interest Bearing Notes Payable [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||||||
Proceeds from Short-term Debt, Total | $ 450,000 | ||||||||||
Interest Expense, Subordinated Notes and Debentures | 10,284 | ||||||||||
Repayments of Debt | $ 450,000 | ||||||||||
ZH USA, LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Debt Instrument Convertible, Base for Conversion | $ 12.748 | $ 12.748 | $ 12.748 | ||||||||
Debt Conversion, Original Debt, Amount | $ 15,030,134 | $ 15,000,000 | $ 15,030,134 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,179,019 | 1,176,656 | 1,179,019 | ||||||||
Proceeds from Notes Payable | $ 0 | $ 382,805 | |||||||||
Proceeds from Debt, Net of Issuance Costs | $ 1,500,000 | ||||||||||
ZH USA, LLC [Member] | Pay off Letter And Conversion Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument, Periodic Payment, Principal | $ 10,000,000 | ||||||||||
[1] | Net amount repaid of $9,291 consists of $1,434,294 in management fee expense incurred, net of $1,443,585 of accrued management fees that were repaid to the Advisor. This is a cash flow operating activity. | ||||||||||
[2] | This amount represents a cash flow statement operating activity. | ||||||||||
[3] | Net amount of $137,727 consists of loan repaid by Advisor in the amount of $178,111, net of $39,000 that the Company loaned to a related party for its general use, and $1,384 in additional funds loaned to related party. This is a cash flow investing activity. | ||||||||||
[4] | Funds loaned were used by the Advisor for the Asheville facility acquisition. |
Schedule Of Future 2016 Equity
Schedule Of Future 2016 Equity Incentive Plan (Details) - Long Tem Incentives Plan Units [Member] - Equity Incentive Plan 2016 [Member] | 12 Months Ended |
Dec. 31, 2016shares | |
Total LTIP units granted for the year ended December 31, 2016 | 414,504 |
LTIP units remaining to be granted under 2016 Equity Incentive Plan | 817,893 |
Total LTIP units to be granted under 2016 Equity Incentive Plan | 1,232,397 |
Grant One [Member] | |
LTIP units granted | 56,254 |
Grant Two [Member] | |
LTIP units granted | 358,250 |
2016 Equity Incentive Plan (Det
2016 Equity Incentive Plan (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 01, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 414,504 | |||
Common Stock, Shares, Outstanding | 17,605,675 | 250,000 | ||
Share-based Compensation | $ 1,684,812 | $ 0 | ||
Share Price | $ 10 | $ 10 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 76,000 | |||
ASC Topic 505 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 263,454 | |||
ASC Topic 505 [Member] | Minimum [Member] | ||||
Deferred Compensation Arrangement with Individual, Requisite Service Period | 36 months | |||
ASC Topic 505 [Member] | Maximum [Member] | ||||
Deferred Compensation Arrangement with Individual, Requisite Service Period | 41 months | |||
Asc Topic 718 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 13,750 | |||
Deferred Compensation Arrangement with Individual, Requisite Service Period | 53 months | |||
IPO [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 817,893 | |||
Share-based Compensation | $ 604,000 | |||
Services long Term Incentive Plans [Member] | ||||
Share-based Compensation | $ 1,080,812 | |||
Share Price | $ 8.92 | |||
Long Tem Incentives Plan Units [Member] | Equity Incentive Plan 2016 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 1,232,397 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 68,900 | |||
Long Tem Incentives Plan Units [Member] | Equity Incentive Plan 2016 [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 8,000 | |||
Long Tem Incentives Plan Units [Member] | Equity Incentive Plan 2016 [Member] | Share-based Compensation Award, Tranche One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 60,400 |
Schedule of Future Lease Paymen
Schedule of Future Lease Payments Receivables (Details) | Dec. 31, 2016USD ($) |
2,017 | $ 15,177,903 |
2,018 | 15,395,212 |
2,019 | 15,716,511 |
2,020 | 16,025,456 |
2,021 | 13,881,629 |
Thereafter | 78,717,957 |
Total | $ 154,914,668 |
Rental Revenue (Details)
Rental Revenue (Details) - Sales Revenue, Net [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Plano Facility [Member] | ||
Concentration Risk, Percentage | 18.00% | |
Omaha facility [Member] | ||
Concentration Risk, Percentage | 21.00% | 80.00% |
Tennessee facilities [Member] | ||
Concentration Risk, Percentage | 17.00% | |
Asheville facility [Member] | ||
Concentration Risk, Percentage | 3.00% | 10.00% |
West Mifflin And Asheville Facilities [Member] | ||
Concentration Risk, Percentage | 11.00% | 10.00% |
Melbourne Facility [Member] | ||
Concentration Risk, Percentage | 11.00% | |
Westland Facility [Member] | ||
Concentration Risk, Percentage | 4.00% | |
Reading Facility [Member] | ||
Concentration Risk, Percentage | 4.00% | |
Other Facility [Member] | ||
Concentration Risk, Percentage | 5.00% | |
East Orange Facility [Member] | ||
Concentration Risk, Percentage | 3.00% | |
Watertown Faciliities [Member] | ||
Concentration Risk, Percentage | 3.00% |
Schedule Of Future Minimum Rent
Schedule Of Future Minimum Rental Payments (Details) | Dec. 31, 2016USD ($) |
2,017 | $ 59,877 |
2,018 | 63,619 |
2,019 | 67,362 |
2,020 | 67,362 |
2,021 | 67,362 |
Thereafter | 906,224 |
Total | $ 1,231,806 |
Omaha Land Lease Rent Expense53
Omaha Land Lease Rent Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Lease Expiration Periods | 2,023 | |
Percentage of annual lease rent | 12.50% | |
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 60 years | |
Operating Leases, Rent Expense, Net, Total | $ 72,615 | $ 79,892 |
Schedule of deferred tax assets
Schedule of deferred tax assets and liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred income tax asset: | ||
Net operating and passive activity loss carry forward | $ 1,438,000 | $ 460,000 |
Valuation allowance | (1,438,000) | (460,000) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Percentage of Taxable Income to Distribute for Stockholders for Entity to Qualify as REIT | 90.00% |
Operating loss Carryforwards Expiration year | 2,033 |
Current Federal, State and Local, Tax Expense (Benefit) | $ 70,000 |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 2,175,000 |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 2,053,000 |
Subsequent Events (Assets Acqui
Subsequent Events (Assets Acquired) (Details) - Lewisburg facility [Member] - Subsequent Event [Member] | Jan. 12, 2017USD ($) |
Leasing commissions and legal fees | $ 131,574 |
Total purchase price | 7,300,000 |
Land And Site Improvements [Member] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 681,223 |
Building And Tenant Improvements [Member] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 6,113,823 |
In Place Leases [Member] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 373,380 |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 20, 2017$ / shares | Dec. 14, 2016$ / shares | Sep. 14, 2016$ / shares | Mar. 10, 2017USD ($) | Feb. 28, 2017USD ($)shares | Jan. 30, 2017USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Mar. 03, 2017USD ($) | Mar. 01, 2017USD ($) | Feb. 09, 2017USD ($) | Feb. 01, 2017USD ($) | Jan. 12, 2017USD ($)a | Jan. 10, 2017USD ($) | Jul. 01, 2016USD ($) | Dec. 31, 2015USD ($) |
Subsequent Event [Line Items] | ||||||||||||||||
Common Stock, Dividends, Per Share, Declared | $ / shares | $ 0.20 | $ 0.20 | ||||||||||||||
Dividends Payable | $ 3,604,037 | $ 3,592,786 | $ 0 | |||||||||||||
Dividends Payable, Date Declared | Dec. 14, 2016 | |||||||||||||||
Dividends Payable, Amount Per Share | $ / shares | $ 0.20 | |||||||||||||||
Dividends Payable, Date of Record | Dec. 27, 2016 | |||||||||||||||
Dividends Payable, Date to be Paid | Jan. 10, 2017 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 414,504 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Employee Subscription Rate After Performance Period | The number of LTIP Units earned under the Long-Term Awards will be determined as soon as reasonably practicable following the end of the three-year performance period based on the Companys TSR on an absolute basis (as to 75% of the Long-Term Award) and relative to the SNL Healthcare REIT Index (as to 25% of the Long-Term Award). | |||||||||||||||
IPO [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 817,893 | |||||||||||||||
Annual Awards [Member] | Long Term Incentive Plan [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 150.00% | |||||||||||||||
Long-Term Awards [Member] | Long Term Incentive Plan [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 200.00% | |||||||||||||||
Scenario, Forecast [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common Stock, Dividends, Per Share, Declared | $ / shares | $ 0.20 | |||||||||||||||
Sandusky Facility [Member] | Scenario, Forecast [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 1,100,000 | |||||||||||||||
Subsequent Event [Member] | Lead Independent Director [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Deferred Compensation Liability, Current | $ 15,000 | |||||||||||||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Deferred Compensation Liability, Current | 30,000 | |||||||||||||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | Audit Committee [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Deferred Compensation Liability, Current | 12,000 | |||||||||||||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | Compensation Committee [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Deferred Compensation Liability, Current | 10,000 | |||||||||||||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | Nominating Corporate Governance Committee [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Deferred Compensation Liability, Current | 7,000 | |||||||||||||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | Investment Committee [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Deferred Compensation Liability, Current | 11,000 | |||||||||||||||
Subsequent Event [Member] | Director [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Deferred Compensation Liability, Current | 30,000 | |||||||||||||||
Subsequent Event [Member] | Director [Member] | IPO [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount | 15,000 | |||||||||||||||
Officers' Compensation | 15,000 | |||||||||||||||
Subsequent Event [Member] | Director [Member] | Audit Committee [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Deferred Compensation Liability, Current | 6,000 | |||||||||||||||
Subsequent Event [Member] | Director [Member] | Compensation Committee [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Deferred Compensation Liability, Current | 5,000 | |||||||||||||||
Subsequent Event [Member] | Director [Member] | Nominating Corporate Governance Committee [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Deferred Compensation Liability, Current | 3,500 | |||||||||||||||
Subsequent Event [Member] | Director [Member] | Investment Committee [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Deferred Compensation Liability, Current | $ 5,500 | |||||||||||||||
Subsequent Event [Member] | Annual Awards [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 96,529 | |||||||||||||||
Subsequent Event [Member] | Long-Term Awards [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 145,133 | |||||||||||||||
Subsequent Event [Member] | Long-Term Awards [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||
Subsequent Event [Member] | Long-Term Awards [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||
Subsequent Event [Member] | BMO Harris Bank N.A [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Line of Credit Facility, Additional Borrowing Capacity | $ 50,000,000 | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000,000 | |||||||||||||||
Subsequent Event [Member] | Sandusky Facility [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 4,300,000 | |||||||||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 11 years | |||||||||||||||
Subsequent Event [Member] | Clermont Facility [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 5,225,000 | |||||||||||||||
Subsequent Event [Member] | Prescott Facility [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 4,500,000 | |||||||||||||||
Subsequent Event [Member] | Las Cruces Facility [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 4,880,000 | |||||||||||||||
Subsequent Event [Member] | Cape Coral Facility [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Area of Real Estate Property | a | 28,480 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 7,300,000 | $ 7,250,000 | ||||||||||||||
Subsequent Event [Member] | Oklahoma City Facilities [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 49,500,000 | |||||||||||||||
Letters of Credit Outstanding, Amount | $ 220,782 | |||||||||||||||
Lease Expiration Date | Jul. 31, 2022 | |||||||||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 5 years | |||||||||||||||
Description of Related Party Leasing Arrangements | The annual rent under the OCOM North Lease for OCOM North is subject to annual increases equal to the CPI (never to decrease and not to exceed 4.0% over the prior years rent and not to exceed an overall increase of 2.5% per year, compounded annually). |